Directors Report of Fact Enterprise Ltd.

Mar 31, 2011

To The Members of Fact Enterprise Limited

The Directors are pleased to present the 18th Annual Report together with the Audited Accounts for the year ended 31st March 2011.

I. FINANCIAL HIGHLIGHTS:

Particulars Year ended 31-3-2011 Year ended 31-3-2010 (Rs. in Lacs) (Rs. in Lacs)

Turnover 34.59 343.39

Profit before Interest, Depreciation and Tax 2.56 100.70

Less:

(i) Interest: 1.22 3.77

(ii) Depreciation 0.24 0.24

Profit after Interest and Depreciation 1.10 96.68

Profit before Taxation 1.10 96.68

Provision for Taxation (after adjustment 0.03 (0.36) of deferred Tax)

Profit after Tax 1.07 97.10

Add: Amount brought Forward from last year 465.52 373.59

Amount Available for Appropriation 466.59 470.69

Less: Appropriations:

Amount Transferred to General Reserve 0.00 0.00

Interim Dividend / Proposed Dividend 0.00 9.47

Provision for tax on proposed Dividend 0.00 1.61

Balance carried to Balance Sheet 466.59 465.52

II FINANCIAL PERFORMANCE AS A MEASURE OF OPERATIONAL PERFORMANCE:

In this challenging environment & recession your Company has managed to post profits in the financial year 2010-2011. Following table depicts the financial performance of the Company in brief:

Particulars AS ON AS ON 31-3-2011 31-3-2010 (Rs. In Lacs) (Rs. In Lacs).

Working Capital 29907.65 4167.50

Total Income 34.59 343.39

Net Profit After Tax 1.07 97.10

III DIVIDEND

To conserve the resources, Your directors do not recommend the dividend on equity shares.

IV DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act 1956 your Directors confirm that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had 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 at the end of the financial year 2010-2011 and of the profit & loss of the Company for the period ended 31st March, 2011.

(iii) 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.

(iv) The Directors have prepared the annual accounts on going concern basis.

V DIRECTORS:

In accordance with the provisions of the Companies Act' 1956 and Articles of Association of the Company, Mr. Varun Gautam retires by rotation and being eligible, offers himself for reappointment. During the year Mr. Kunal Patil has been appointed as a director and Mr. Dattapal Neroy has resigned from the Company.

VI AUDITORS:

M/s M.V. Dave & Co, Chartered Accountants, retire as the Auditors of your Company at the forthcoming Annual General Meeting and being, eligible, offer themselves for reappointment. The Company has received an eligibility certificate from the said M.V. Dave & Co, Chartered Accountants under section 224(1) of the Companies Act 1956.

VII. AUDITORS' REPORT:

Observations made in the Auditors Report are self explanatory and therefore do not call for comments under Section 217(3) of the Companies Act 1956.

VIII CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors' Report and a certificate from the Auditors regarding the compliance of the conditions of Corporate Governance is annexed to the said Report.

IX FIXED DEPOSIT:

During the year under review, your Company has not invited any deposit from the public.

X PARTICULARS OF EMPLOYEES:

Your Company does not have any employee whose particulars are to be given pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules, 1975).

XI . SHARE CAPITAL:

Your Company has issued 1,02,25,000 warrants under preferential allotment which were converted into equity shares and subsequently, your Company's paid up capital has increased from Rs. 9,47,28,000/- as on 31st March, 2010 to Rs. 152,728,000/- as on 31.3.2011.

XII ADDITIONAL INFORMATION:

Information pursuant to 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 is furnished hereunder

A. CONSERVATION OF ENERGY:

Your Company is regularly finding out the areas from where the energy can be conserved. As your Company is basically in construction of building so there is no power and fuel requirement as such.

B. TECHNOLOGY ABSORPTION:

Your Company is regularly finding out ways used in the process of adoption of new technology in the construction of building.

C. ENVIRONMENT:

Your Company is not involved in any type of activity hazardous to the environment and does not discharge any type of trade effluents (solid, liquid or gaseous) causing pollution.

D. FOREIGN EXCHANGE EARNING & OUTGO:

There were no foreign exchange earnings or outgo by way of either imports, exports or expenses during the year.

XIII ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their sincere appreciation and acknowledges with gratitude to the companies valued clients, Bankers, Securities Exchange Board of India and the Share holders for their continued co-operation and support. The Directors also wish to place on record their sincere appreciation of the Company employees at all levels for their sincere efforts and commitment in their duties without which the results achieved by your Company would not have been possible and look forward to their continued support.

For and on behalf of Board

Sd/-

Mumbai Mr. RAJIV KASHYAP

DATED: 2nd September 2011 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

The Directors are pleased to present the 17th Annual Report together with the Audited Accounts for the year ended 31st March 2010.

I. FINANCIAL HIGHLIGHTS:

Particulars Year ended 31-3-2010 Year ended 31-3-2009 (Rs. in Lacs) (Rs. in Lacs)

Turnover 343.39 822.79

Profit before Interest, Depreciation 100.70 497.29 and Tax.

Less:

(i) Interest: 3.77 1.66

(ii) Depreciation 0.24 0.23

Profit after Interest and Depreciation 96.68 495.40

Profit before Taxation 96.68 495.40

Provision for Taxation (after adjustment (0.36) 1.85 of deferred Tax)

Profit after Tax 97.10 493.55

Add: Amount brought Forward from 373.5 241.85 last year

Amount Available for Appropriation 470.69 735.40

Less: Appropriations:

Amount Transferred to General Reserve 0.00 350.00

Interim Dividend / Proposed Dividend 9.47 10.09

Provision for tax on proposed Dividend 1.61 1.72

Balance carried to Balance Sheet 465.52 373.59

II FINANCIAL PERFORMANCE AS A MEASURE OF OPERATIONAL PERFORMANCE:

In this challenging environment & recession your company has managed to post profits in the financial year 2009-2010. Following table depicts the financial performance of the Company in brief:

Particulars AS ON AS ON 31-3-2010 31-3-2009 (Rs. In Lacs) (Rs. In Lacs).

Working Capital 4167.50 2927.41

Total Income 343.39 822.79

Net Profit After Tax 97.10 493.55

III DIVIDEND

Your directors are pleased to recommend the dividend for the financial year 2009-10 on Equity Shares of Rs.10/- each at 0.10 paise per share equivalent to 1% aggregating to Rs 9,47,000/- (Rupees Nine Lakhs Forty Seven thousand Only)

IV DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act 1956 your Directors confirm that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had 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 at the end of the financial year 2009-2010 and of the profit & loss of the company for the period ended 31st March, 2010.

(iii) 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.

(iv) The Directors have prepared the annual accounts on going concern basis.

V DIRECTORS:

In accordance with the provisions of the Companies Act 1956 and Articles of Association of the Company, Mr. Dattapal Chandrakant Neroy retires by rotation and being eligible, offers himself for reappointment.

VI AUDITORS:

M/s M.V. Dave & Co, Chartered Accountants, retire as the Auditors of your company at the forthcoming Annual General Meeting and being, eligible, offer themselves for reappointment. The Company has received an eligibility certificate from the said M.V. Dave & Co, Chartered Accountants under section 224(1) of the Companies Act 1956.

VII. AUDITORS REPORT:

Observations made in the Auditors Report are self explanatory and therefore do not call for comments under Section 217(3) of the Companies Act 1956.

VIII CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Auditors regarding the compliance of the conditions of Corporate Governance is annexed to the said Report.

IX FIXED DEPOSIT:

During the year under review, your company has not invited any deposit from the public.

X PARTICULARS OF EMPLOYEES:

Your Company does not have any employee whose particulars are to be given pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules, 1975).

XI. INCREASE IN PAID UP CAPITAL OF THE COMPANY :

Your Company has already intimated you regarding the Preferential allotment of warrant through the Extra Ordinary General Meeting held on 8th March, 2010 and accordingly company has issued the 1,02,25,000 warrants under preferential allotment and out of which 44,25,000 warrants were converted into equity and your company paid up capital has increased to 94,72,800 Equity shares of Rs. 10/- each as on 31st March, 2010 and later on 28,00,000 and 30,00,000 warrants were converted into equity on 16.05.2010 and 24.05.2010 respectively.

XII ADDITIONAL INFORMATION:

Information pursuant to 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 is furnished hereunder

A. CONSERVATION OF ENERGY:

Your Company is regularly finding out the areas from where the energy can be conserved. As your Company is basically in construction of building so there is no power and fuel requirement as such.

B. TECHNOLOGY ABSORPTION:

Your Company is regularly finding out ways used in the process of adoption of new technology in the construction of building.

C. ENVIRONMENT:

Your Company is not involved in any type of activity hazardous to the environment and does not discharge any type of trade effluents (solid, liquid or gaseous) causing pollution.

D. FOREIGN EXCHANGE EARNING & OUTGO:

There were no foreign exchange earnings or outgo by way of either imports, exports or expenses during the year.

XIII ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their sincere appreciation and acknowledges with gratitude to the companies valued clients, Bankers, Securities Exchange Board of India and the Share holders for their continued co-operation and support. The Directors also wish to place on record their sincere appreciation of the Company employees at all levels for their sincere efforts and commitment in their duties without which the results achieved by your company would not have been possible and look forward to their continued support.

For and on behalf of Board Sd/-

Mumbai Mr. RAJIV KASHYAP

DATED: 14th July 2010 CHAIRMAN & MANAGING DIRECTOR