Directors Report of Sri Nandaa Spinners Ltd.

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report on the working of the company together with the Audited Accounts for the year ended 31st March 2010.

Financial Performance:

Rs.in Lakhs

31-03-2010 31-03-2009

Sales 729.94 271.60

Other Income 2.31 457.18

Total Income 732.25 728.78

Less: Total Expenditure 738.02 590.77

Net Profit (5.77) 138.01

Balance carried to B/S (1675.62) (1669.85)

The company is continuously striving to control the cost of manufacturing, administrative and other expenses. Your company is confident that it would overcome the crisis in the years to come.

Board of Directors:

During the year under review Mr.K.Narayanaswamy, and Mr. S.P.Muthuraman retire by rotation and being eligible they offer themselves for reappointment.

Auditors:

M/s. V.Senthilnathan & Co., Chartered Accountants, the retiring Auditors are eligible for reappointment.

Deposits:

The Company has not accepted deposits during the financial year under review.

Dividend

In order to strengthen the net worth of the Company, the Board of Directors has not recommended any dividend for the year.

Human Relations

Industrial relations were very much satisfactory. There has been a perfect understanding between the employees and the management. The Company has been continuously discharging its social obligations in providing requisite welfare measures to its workers during the year.

Committees

The Company had constituted an Audit Committee with three independent Directors as its members. Mr.D.P.Venkataraman is the Chairman, Mr.S.P.Muthuraman and Mr.R.Radhakrishnan are the members of the Committee.

The Company does not have any Remuneration Committee because no remuneration is paid to any Director.

The Shareholders and Investor Grievance Committee has been constituted with three independent Directors as its members. Mr.R.Radhakrishnan is the Chairman, Mr.D.P.Venkataraman and Mr.S.P.Muthuraman are the members of the Committee.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Director's Report.

No employee is 'in receipt of remuneration exceeding the limits set out under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Particulars as required under 217(1) (e) of the Companies Act, 1956:

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

Directors Responsibility Statement under Section 217(2AA) of the Companies Act, 1956:

Your Directors State: -

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That they had prepared the annual accounts on a going concern basis. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance with Auditors' Certificate on compliance with conditions of Corporate Governance and a Management Discussion 8s Analysis Report have been attached to form part of the Annual Report.

Acknowledgement

The Directors wish to place on record their sincere thanks to the employees at all levels for their continued contribution to the performance of the Company. The Board also wishes to place on record its appreciation cooperation and support received from customers, shareholders, suppliers, Government Departments and banks.

For and on behalf of the Board

for SRI NANDAA SPINNERS LIMITED

SD/-

Place : Coimbatore Mr.V.Jegannathan

Date : 02.08.2010 Chairman & Managing Director