Directors Report of Sonell Clocks & Gifts Ltd.

Mar 31, 2012

To, The Members of SONELL CLOCKS AND GIFTS LIMITED

The Directors have pleasures in presenting the Annual- Report together with the Audited Accounts of the Company for the year ended 31st March, 2012

FINANCIAL RESULTS:

31.03.2012 31.03.2011

Total Income 2,16,339 1,46,546

Total Expenditure 5,73,969 49,584

PROFIT / (LOSS) BEFORE TAX (3,57,630) 96,962

Less: Income Tax Nil Nil

PROFIT/(LOSS) AFTER TAX (3,57,630) 96,962

Profit /(Loss) brought forward from earlier years (5,88,85,809) (5,89,82,771

PROFIT /(LOSS) CARRIED TO BALANCE (5,92,43,439) (5,88,85,809) SHEET

DIVIDEND:

In view of the loss during the year under review, your Directors do not recommend any dividend for the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

1. In preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures, if any.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year ended 31st March, 2012 and of the Loss of the Company for that year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. The Directors have prepared the annual accounts on a going concern basis.

DIRECTOR:

Mr. Harshadrai H. Shah and Mr. Manibhadra R. Shah, Director of yours Company retires by rotation and being eligible offer himself for re-appointment.

PUBLIC DEPOSITS:

The Company has not accepted the deposits from the public. >

AUDITORS:

The present Statutory Auditors M/s B. R. Dalai & Co*f Chartered Accountants of the Company retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS'REPORT:

The Observation made in the Auditors' Report are self explanatory and therefore do not call for any further comments on the Auditors Report under section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A report on the Corporate Governance is annexed hereto and forms part of this Report. A certificate from the Auditor of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

AUDIT COMMITTEE:

The Audit Committee of the Company presently consists of Mr. Harshadrai H. Shah, Mr. Joseph 6. Fernandes and Mr. Sandeep Poddar. The Meetings of Audit Committee are held at regular intervals and internal control systems are reviewed from time to time.

STATUTORY INFORMATION ABOUT EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The Company had no employees covered under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Since the Company is not having any inanuiacturing activities, Directors have nothing to report on conservation of Energy, Research & Development and Technology Absorption.

During the year, Foreign Exchange earning was Nil and outgo was Nil.

ACKNOWLEDGEMENT:

Yours Directors would like to thank its Bankers and shareholders of the Company for the unstined support from them during the year.

Yours Directors would like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sd/- Sd/-

Date :25th August, 2012 DIRECTOR DIRECTOR

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Mar 31, 2010

To,The Members of SONELL CLOCKS AND GIFTS LIMITED

The Directors have pleasures in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010

FINANCIAL RESULTS :

31.03.10 31.03,09

Total Income 14,38,388 1,31,238

Total Expenditure 3,53,370 9,64,758

PROFIT / (LOSS) BEFORE TAX 10,85,018 (8,33,520)

Less: Fringe Benefit & Income Tax Nil Nil

PROFIT/(LOSS) AFTER TAX 10,85,018 (8,33,520)

Profit / (Loss) brought forward from earlier years (6,00,67,789) (5,92,34,269)

PROFIT / (LOSS) CARRIED TO BALANCE SHEET (5,89,82,771) (6,00,67,789)

DIVIDEND :

In view of the accumulated losses , your Directors do not recommend any dividend for the year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors confirm that :

1. In preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year ended 31st March, 2010 and of the Loss of the Company for that year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. The Directors have prepared the annual accounts on a going concern basis.

DIRECTOR:

Mr. Joseph B. Fernandez, Director of your Company retires by rotation and being eligible offer himself for re-appointment.

PUBLIC DEPOSITS :

The Company has not accepted the deposits from the public.

AUDITORS:

The present Statutory Auditors M/s B. R. Dalai & Co., Chartered Accountants of the Company retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS’ REPORT :

The Observation made in the Auditors’ Report are self explanatory and therefore do not call for any further comments on the Auditors Report under section 217 of the Companies Act, 1956.

STATUTORY INFORMATION ABOUT EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The Company had no employees covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Since the Company is not having any manufacturing activities, Directors have nothing to report on conservation of Energy, Research & Development and Technology Absorption.

During the year, Foreign Exchange earning was Nil and outgo was Nil.

ACKNOWLEDGEMENT:

Yours Directors would like to thank its Bankers and shareholders of the Company for the unstained support from them during the year.

Yours Directors would like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board of Directors



Place: Mumbai ,

Date : 1st September, 2010 DIRECTOR DIRECTOR