Directors Report of Khodiyar Industries Ltd.

Mar 31, 2009

To The Members of Shri Khodiyar Industries Limited

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2009.

FINANCIAL RESULTS :

The summarized financial results for the year ended 31st March, 2009 are as under:

(Amt in Rupees)

Particulars For the Year For the Year Ended on Ended on 31.03.2009 31.03.2008

Sales 0 0

Other Income 0 0

Administrative i& other expenses 1500 1500

Profit / (Loss) before Tax (1500) (1500)

Provision for Income Tax - -

Profit / (Loss) after Tax (1500) (1500)

Profit / (Loss) For The Year (1500) (1500)

DIVIDEND :

In view of the losses, your Directors do not recommend the dividend for financial year ended on March 31.03.2009.

DIRECTORS :

Mr. Dalsukh D. Patel, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

FIXED DEPOSITS :

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the public as defined under Section - 58A of the Companies Act, 1956 and Rules made there under.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 314t March, 2009 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

AUDITORS :

M/S D.D. Mehta & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDIT COMMITTEE :

The company's present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

LISTING: -

Equity Shares of the company are listed on Ahmedabad Stock Exchange (ASE) on Bombay Stock Exchange (BSE).

PARTICULARS OF THE EMPLOYEES :

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt to the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Additional information required under Section 217(1 )(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the — company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

ACKNOWLEDGMENT :

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

On behalf of the Board of Directors

Sd/-

Director

Ahmedabad.04.09.2009

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Mar 31, 2008

To The Members of Shri Khodiyar Industries Limited

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2008.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2008 are as under:

(Amt in Rupees)

Particulars For the Year For the Year Ended on Ended on 31.03.2008 31.03-2007

Sales 0 0

Other Income 0 0

Administrative & other expenses 1500 1500

Profit /(Loss) before Tax (1500) (1500)

Provision for Income Tax - -

Profit / (Loss) after Tax (1500) (1500)

Profit / (Loss) For The Year (1500) (1500)

DIVIDEND:

In view of the losses, your Directors do not recommend the dividend for financial year ended on March 31.03.2008.

DIRECTORS :

Mr.Ramniklal M. Patel, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

FIXED DEPOSITS :

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the public as defined under Section - 58A of the Companies Act, 1956 and Rules made there under

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

MANAGEMENT DISCUSSION AMD ANALYSIS:

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 <2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2008 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of loss of the Company for the year under review,

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2008 on a going concern basis.

AUDITORS:

M/S Ingit Modi Associates., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORTS:

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self- Explanatory and do not require any Further Clarifications.

AUDIT COMMITTEE :

The company's present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement,

LISTING:

Equity Shares of the company are listed on Ahmedabad Stock Exchange (ASE), on Bombay Stock Exchange (BSE).

PARTICULARS OF THE EMPLOYEES :

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt fo the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S~217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1 )(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no Foreign exchange earnings and outgoes during the financial year.

ACKNOWLEDGMENT:

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government, We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

On behalf of the Board of Directors

Sd/-

Director

Ahmedabad,01.09.2008