Directors Report of Siris Ltd.

Mar 31, 2010

The Directors present their 43rd Annual Report together with Audited Statement of the Company for the year ended 31st March, 2010

1. FINANCIAL RESULTS

The Financial results of the Company fortheyear ended 31st March, 2010 aresummarized below:

(Rs. in Lakhs)

Current Previous Year ended Year ended 31.03.2010 31.03.2009

Income (Processing Charges) - 335.93

Other Income 4.84 49.68

Total Income 4.84 385.60

Total Expenditure (-) 1627.35 (-)1258.07

Loss for the year (-) 1622.51 (-) 872.46

Provision for Taxation 2.00 3.00

Net Profit/Loss (-) 1624.51 (-)875.46

2. OPERATIONS:

The Companys operations are severely affected after the fire accident which took place in the factory during April 2008. Most of the plant and machinery got damaged which impacted the manufacturing operations in the factory due to which the company could not earn any income from operations. The Company is exploring various alternative long term strategies for restoring operations including inducting a strategic investors. As the net worth of the company turned positive Honble AIFR has deregistered the company from the purview of the sick industry. However, the sanctioned rehabilitation scheme is under implementation.

3. DIRECTORS RESONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures.

ii) The accounting policies selected have been consistently applied and the accounts for the period under review give a true and fair view of the- state of affairs of the Company.

iii) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of. the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The accounts have been prepared on a going-concern basis.

4. AUDITORS

M/s. Brahmayya & Co, Chartered Accountants, Vijayawada, the present Auditors of the Company will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting of the Company.

5. AUDITORS REPORT

As regards observations made by Auditors in their Auditors Report on the accounts of the Company for the year ended 31st March, 2010, under various clauses read together with relevant notes thereon are self explanatory.

i) With regard to Point No.5 (a) I to the Audit Report on credit backs, the Directors would like to state that:

The Company had effected the write backs in its accounts as per the sanctioned scheme of the Honble BIFR.

ii) With regard to Point No.5 (b) (v) regarding qualifications in terms of Section 274(1 )(g) of the Companies Act, the Board of Directors are of the opinion that the applicability of Section 274(1 )(g) is for the Directors getting appointed in other limited companies and not for the Directors re-appointment in the same company.

iii) With reference to point no. 1.1, 1.2, 4, 7 & 8 referred to the Annexure in paragraph 4 of the Audit Report regarding updation of Fixed Assets Register, Physical verification of Fixed Assets, Internal Control Procedures, Internal Audit and Maintenance of cost records respectively and also with regard to all other comments of the Auditors, the Directors would like to state that these irregularities will be addressed once the company commences its normal operations.

6. DIRECTORS :

Sri.C.A. Chary, Director retiring by rotation at the forthcoming. Annual Meeting and being eligible, offer himself for re-appointment. Your Directors recommend for his re-appointment.

7. CORPORATE GOVERNANCE :

The Company complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement with Stock Exchanges. A Report on Corporate Governance is annexed thereto and which forms part of this Annual Report.

8. FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 and there are no outstanding deposits as on 31st March, 2010.

9. PARTICULARS OF EMPLOYEES:

The particulars of the employees as required in accordance with the provisions of Section 217(2A) ofthe Companies Act, 1956 readwith Companies (Particulars of Employees) Rules, 1975, as amended are nil.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 for the period ended 31stMarch, 2010 is given in the Annexure - I and it forms an integral part of this Report.

11. PERSONNEL:

Your Directors wish to place on record their sincere appreciation for the whole-hearted co-operation extended and the valuable contribution made by the employees at all levels.

12. ACKNOWLEDGMENTS:

The Directors of your Company thank all Banks and Financial Institutions. The Board also takes this opportunity to thank for the continued co-operation and support received from the shareholders.

For and on behalf of the Board

Place. Vijayawada Executive Director Managing Director