Directors Report of Madhur Capital & Finance Ltd.

Mar 31, 2011

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2011.

1.Financial Results (Rs. in lacs)

Particulars 2010-11 2009-10

Sales 34.33 0.00

Other income 0.00 0.00

Depreciation 0.86 0.85

Other Expenditure 1.03 1.91

Profit/Loss before Tax 0.04 (2.90)

Profit/Loss after Tax 0.04 (2.90)

During the current year your company has achieved a reasonable level of growth. We are hoping that the phenomenal growth shall be achieved during the next coming years.

2. Directors

Mr. Bhopal Singh Shaktawat, Director of the company retires at the ensuring Annual General meeting and eligible for re-appointment.

3. Personnel

Your directors' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

4. Auditors

M/s Purushottam Khandelwal & Co., Chartered Accountants, Ahmadabad, Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment.

5. Deposits

During the year, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

6. Energy, Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

7. Directors' Responsibility Statement

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual! Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2009.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

8. Auditor's Qualification

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arm's length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affairs of the company in the coming financial year.

9. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

10. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE : 18/08/2011

CHAIRMAN

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Mar 31, 2010

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

(Rs. in lacs)

1. Financial Results

Particulars 2009-10 2008-09

Sales --- ---

Other income --- ---

Deprecation 0.85 2.06

Other Expenditure 1.91 25.93

Profit/ Loss before Tax (2.90) (28.11)

Profit/Loss after Tax (2.90) (28.11)

2. Dividend

On account of accumulated losses, your directors did not recommend any dividend.

3. Personnel

Your directors wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act,1956 has not been given , as it is not applicable.

4. Auditors

M/s Ram N Agarwal & Co., Chartered Accountants, Ahmedabad, Auditor of the Company has resigned during the year. Shareholders of the company has appointed M/S Purushottam Khandelwal & co, Chartered Accountants, Ahmedabad as statutory auditors of the company for the F.Y 2009-10 and they will hold till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment.

5. Deposits

During the year, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

6. Directors:

Mr. Narendra Chavda Director of the company retires at the ensuing AGM and eligible for reappointment.

7. Energy. Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 3 1st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

8. Directors Responsibility Statement

Pursuant to Section 217(2 A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2010.

iii Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

9. Auditors Qualification

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arms length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affairs of the company in the coming financial year.

10. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

11. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE: 03/09/2010

Sd/-

CHAIRMAN