Directors Report of Exotic Coal Ltd.

Mar 31, 2010

The Directors have pleasure in placing before you the 16th Annual Report and Audited Accounts for the year ended on 31 st March. 2010.

Financial Results (Rs. in lacs) (Rs. in lacs)

Particulars Year ended Year ended

31-03-2010 31-03-2009

Total sales and income 62.19 427.53

Depreciation 1.63 1.63

Profit / (Loss) before tax (11.55) 6.50

Provision for tax

Profit / (Loss) after tax (11.55) 6.50

Balance Brought Forward (19.76) (26.27)

Net Profit/(Loss) earned to Balance Sheet (31.32) (19.76)

Dividend





In view of accumulated losses, your Directors do rot recommend any Dividend on equity shares for the year ended 3 I st March. 2010.

Performance

During the year under review, total income of the Company was Rs. 62,19.323/- (previous year Rs. 4.27.53.912/-). Net loss after tax was Rs. (11:55.166/-) (Previous year Net profit was Rs. 6,50,817/-).

Directorate

Shri Yashcsh S. Sutaria. Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. He is an engineering graduate. He lias good experience of computer hardware and software business and adminislration for more than 6 years. Your director recommends his appointment.

Shri Chitresh B. Sutaria. Director of the Company resigned from the directorship of the Company w.e.f. 30-10- 2009. Your Directors express their deep sense of appreciation for the valuable services rendered by him during the tenure of his office.

Disclosure on Stock Exchanges

Tire equity shares of the Company are listed on the Ahmedabad Stock Exchange and Bombay Stock Exchange

Limited.

Fixed Deposits

The Company has not accepted any deposits from the public.

Energy, Technology and Foreign Exchange

Since the Company is not engaged in manufacturing activities, the information as required under the provisions contained in section 217 (1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988. with respect to conversion of energy and technology absorption are not applicable. There arc no foreign exchange earning and outgo during the year under review.

Corporate Governance

Your Company lias complied with major recommendations on Corporate Governance. A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975 as amended is not required to be given as there were no employees coming within the purview of this section.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

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

2. that 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 tme and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2010 and of the Profit of the Company for the year ended on 31.03.2010.

3. that 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 aridibr preventing and detecting fraud and other irregularities;

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

Auditors

M/s. N. S. Shah & Associates. Chartered Accountants, Ahmcdabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1)(B) of the Companies Act. 1956 from them. You arc requested to appoint the Auditors and fix their remuneration.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Acknowledgement

Your Directors express their gratitude for the co-operation and support from its customers, bankers and business associates and look forward to their continued support.

The Directors gratefully thank the shareholders for the confidence reposed in the Company.

For and on behalf of the Board

Place: Ahmcdabad

Date: 26-08-2010 SusmitB. Sutaria

CHAIRMAN