Directors Report of Baffin Engineering Projects Ltd.

Apr 30, 2010

The Directors present the 15th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 30th April 2010.

Financial Highlights

(Amount in Rs. Lacs)

Particulars Financial Year ended 30th April, 2010 30th April, 2009

Total Income - 138.73

Total Expenditure 7.80 159.51

Profit/ (Loss) before tax (7.80) (20.78)

Provision for tax:

Fringe Benefit Tax - 0.03

Current Tax - -

Deferred Tax 3.04 (0.15) Profit/ (Loss) after tax (10.84) (20.66)

Transfer to Reserve Nil Nil

Paid-up Share Capital 1000 1,000

Year in retrospect and overview

This year, the total income of the company was Nil as against Rs. 138.73 lacs in the previous year. The company has suffered a loss of Rs 7.80 Lacs as against loss of Rs 20.78 Lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

The Management Discussion & Analysis Report is attached hereto with the Directors Report and should be read as part of this Directors Report.

Other Material Changes

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 30th April, 2010 and the date of this Report.

Dividend

In view of loss suffered by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. However, the Company is exploring the opportunities available to the Company in the international market.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors Certificate on compliance of Clause 49 of the Listing Agreement.

Directors

Mr Ashok Kumar Chordia retires by rotation and being eligible offers himself for re- appointment. Your directors recommend his re-appointment.

Mr Suresh Mutha, Director was appointed as a Managing Director of the Company with effect from 1st August 2007 for a period of three years. His appointment is subject to the approval of the members of the Company. Appropriate resolution seeking your approval to the aforesaid appointments is appearing in the Notice convening the 15th Annual General Meeting.

Auditors

M/s Dhamija Sukhija & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re- appointment has been obtained from them. Your Directors recommend their re- appointment.

Directors Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

a. In preparation of the annual accounts, the applicable accounting standards have been followed;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th April, 2010 and of the loss of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the 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; and

d. The Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

Presently, the shares of the Company are listed on the Bombay Stock Exchange and Ahmedabad Stock Exchange Ltd. The Company has already paid the listing fees to both of the stock Exchanges for the financial year 2010-11.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Baffin Engineering Projects Ltd

Suresh Mutha Ashok Kumar Chordia Managing Director Director

Date : 14th September, 2010 Place: New Delhi