Directors Report of Multiplus Holdings Ltd.

Mar 31, 2024

Your Directors here by present the 42^nd Annual Report together with the Audited statements of Accounts for
the financial year ended on 31st March 2024.

Financial Highlights:

Amt in Lakhs.''

Particulars	2023-24	2022-23
Total Income	157.63	642.92
Total expenditure	26.44	12.75
Profit / (Loss) before Taxation	131.19	630.18
Current tax	19.00	90.45
Profit after tax	112.19	539.73
Other Comprehensive Income	5.16	4.68
Profit (Loss) for the period from continuing operations	117.35	544.41

DIVIDEND:

Considering the overall business requirements, your directors have not recommended dividend for the
Financial Year 2023-24. The management believes that conserving financial resources will enhance the ability
to take advantage of lucrative business opportunities.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

CAPITAL STRUCTURE:

The issued, subscribed and paid up capital of the Company is Rs. 1,88,00,000 /- divided into 18,80,000 equity
shares of Rs. 10/- each. There has been no change in the share capital of the Company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of loans given, investments made, guarantees given and securities provided as per Section 186
of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are
in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the shareholders.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are
provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related
party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value
and terms and conditions of the transactions.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between
the end of financial year to which the financial statements relate and the date of the Directors'' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY''S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts
or tribunals during the year, which may impact the going concern status or company''s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

The Board of Directors consists of 5 members, out of which 2 are Independent Directors, 1 executive and 2 are
Non-Executive and Non-Independent Directors out of which 1 women director. The composition is in
compliance with the Companies Act, 2013 and Listing Regulation.

As per the provisions of Section 152(6) of the Companies Act, 2013 and the company''s Articles of Association,
Mrs. Kavita Sheth (DIN: 00603594) shall retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered herself for re-appointment as the Director of the Company.

Mr. JIGNESH SHETH was appointed as Managing Director of the company. It is proposed to re-appoint him as
Managing Director for the term of 5 (five) years with effect from 30^th August 2024 to 29^th August 2029 by
passing special resolution as set out in item No. 4 of the notice convening the AGM.

Key Managerial Personnel:

As per the provisions of Section 203 of the Companies Act, 2013, Mr. JIGNESH RAMNIKLAL SHETH, Chief
Executive Officer, Mr. MAHESH VIJAYKUMAR FULPADIA, Chief Financial Officer and Ms. JYOTI AGARWAL,
Company Secretary are the key managerial personnel of the Company.

During the year under review Ms. JYOTI AGARWAL was appointed as Company secretary of the company as on
29^th November 2023.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the
Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees and the details of the Committees along with their
composition, number of meetings and attendance at the meetings are provided in the Corporate Governance
Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out
an evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors
were also carried out and the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy decisions for the
benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies
Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the
information on employees'' particulars which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the Company up to the date of the ensuing

Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to
the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given as separate annexure in the Board''s Report.

AUDITORS AND AUDITORS'' REPORT:

M/s. DGMS & Co., Chartered Accountants, Mumbai (FRN: 112187W) and hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the
Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on
31st March 2024 is available on the website of the Company at www.multiplusholdings.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the
provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS'' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. M.K. Chokshi &
Associates Practicing Company Secretary (Membership No. A42662), Ahmedabad to undertake the Secretarial
Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions
of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with
a Certificate from the Practicing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company
has not received any sexual harassment related complaints during the year.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign
exchange earnings on account of the operation of the Company during the year was Rs. Nil.

VIGIL MECHANISM:

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism
Policy.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:

a. in preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. they 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 at the end of the financial year and of the profit and loss of the Company for that
period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal
Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk.

GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions or applicability pertaining to these matters during the year under review:

i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing
Director/ Whole Time Director of the Company.

iii) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies
Act, 2013).

iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or financial institutions.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received
from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also
wish to take on record their deep sense of appreciation for the committed services of the employees at all
levels, which has made our Company successful in the business.

For and on Behalf of the Board
For MULTIPLUS HOLDINGS LIMITED

Place: Mumbai
Date: 30.08.2024

JIGNESH SHETH
Managing Director
DIN: 00290211

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Second Annual Report of the Company Together with the Audited Statements of Accounts for the year ended 31st March, 2014.

For the year For the year ended ended 31st March, 2014 31st March, 2013 (Rupees) (Rupees)

Gross Income 46,66,203.00 1,53,32,245.00

Profit before Depreciation 31,41,188.00 1,37,55,272.00

Less : Depreciation (Net) 4,50,764.00 6,08,234.00

Profit before Taxation 26,90,424.00 1,31,47,038.00

Less : Provision for Tax

Deferred Tax (40,591.00) (71,833.00)

Current Tax 8,95,766.00 29,13,821.00

Profit after Tax 18,35,249.00 1,03,05,050.00

Less : Prior Period Taxes 2,180.00 1,38,727.00

18,33,069.00 1,01,66,233.00

Balance brought forward 3,99,47,668.00 3,02,18,342.00

Profit available for appropriation 4,17,80,737.00 4,03,84,665.00

APPROPRIATION

Proposed Dividend 3,76,000.00 3,76,000.00

Tax on Proposed Dividend 63,902.00 60,997.00

Balance carried forward to next year 4,13,40,835.00 3,99,47,668.00

4,17,80,737.00 4,03,84,665.00

Operations :

During the year the review, Your Company earned an income of Rs. 46,66,203/- against Rs.1,53,32,245/- in the previous Year. The Company earned profit after Tax of Rs. 18,33,069/- as compared to profit after Tax of Rs. 1,01,66,233/- in the previous Year.

Dividend :

Considering the robust performance during the year and the sound financial position of the Company, the Board of Directors have recommended payment of a final dividend of 2% i.e. 0.20 Paisa per share(on the face value of Rs 10 each) on 18,80,000 Equity Shares, for the year ended 31st March, 2014, the payment of the final dividend is subject to the approval of the Members. The dividend will entail an outflow of Rs.4,39,902/- (including Dividend Tax of Rs. 63,902/-) on the paid up equity share capital of Rs. 1,88,00,000/-.

ANNEXURE TO DIRECTORS'' REPORT

Corporate Governance Report

1. Company''s Philosophy on Corporate Governance

Corporate Governance is about promoting corporate fairness, transparency, accountability and integrity of the management, The Company believes in and practices good Corporate Governance. The Company''s philosophy is aimed at assisting the top management of the Company in the efficient conduct of the business and in meeting its obligation to all its stakeholders.

2. Board of Directors

The Board of Directors comprises of two executive Directors and other two Independent Directors. During the year ended 31st March 2014, seven board meetings were held as on 30.05.2013 , 30.07.2013, 30.10.2013, 05.09.2014,30.01.2014, 31.03.2014.

Attendance of each Directors at the Board Meetings & Annual General Meeting for F.Y 2013-2014 are as under. Also mentioned below are the number of Companies / Committees where he is a Director / Member (As on signing date):

No. of Attendance at last Name of Directors Category of Board AGM held Directorship Meetings on 28th Sept 2013 Attended

Mr. Jignesh R. Sheth Director 07/07 Yes

Mr. Jayprakash R Sheth Director 07/07 Yes

Mr. Rajiv Kamdar Independent Director 07/07 Yes

Mr. Kalpesh Doshi Independent Director 07/07 Yes

3. Audit Committee

Currently the Audit Committee comprises of Mr. Jayprakash R Sheth, Mr. Kalpesh Doshi & Mr. Rajiv Kamdar. The terms of reference are wide enough covering the matters specified for Audit Committee under the Listing Agreement. Four meetings of the Committee were held on 30.07.2013, 30.10.2013, 30-01-2014 & 31.03.2014. All Directors was present in all the above Audit Committee meetings.

Name of Directors Category of Directorship

Mr. Jayprakash Sheth Director

Mr. Kalpesh Doshi Independent Director

Mr, Rajiv Kamdar Independent Director

4. Remuneration of Directors

The Remuneration of Directors is determined by the Board of Directors. An amount of Rs. 9,60,000/- was paid to Mr. Jignesh R. Sheth as directors remuneration for his valuable service to the company for the F.Y-2013-14.

5. Investors'' / Shareholders'' Grievance Committee

Presently the members of the Committee are Mr. Jignesh R. Sheth - Chairman & Director along with Mr. Kalpesh Doshi and Mr. Rajiv Kamdar, who are the independent directors of the companies.

The Committee oversees the performance of share transfer and recommends measures to improve the shareholders/investors service. The committee meets from time to time and approves the transfer and transmission of shares, deletion of names, issue of duplicate share certificates etc (if any). The Committee facilitates prompt and effective redressal of investor''s complaints through telephone or E-mails. All the necessary information is hosted on the company''s website for investor''s convenience.

Mr. Jainesh Jasani is the Compliance officer and the reporting of the same is done to the Board of Directors

6. General Body Meeting

The last three Annual General Meetings were held as under:

Financial Date Location Time Year

2010-2011 28.09.2011 1418,B Wing,14Th Floor, 03.00 p.m Dalamaal Tower,211 Nariman Point, F P Journal Marg, Mumbai-400021

2011-2012 29.09.2012 1418,B Wing, 14Th Floor, 03.00 p.m Dalamaal Tower, 211 Nariman Point, F P Journal Marg, Mumbai-400021

2012-2013 28.09.2013 1418,B Wing,14Th Floor, 03.00 p.m Dalamaal Tower, 211 Nariman Point, F P Journal Marg, Mumbai-400021

7. Disclosures

a) The company pays Director''s Remuneration to Mr. Jignesh R. Sheth (Executive Director).

b) There were no other transactions of material nature with its promoters or the Management, their subsidiaries or relatives, etc; that may have potential conflict with the interest of the Company at large.

c) No penalties or strictures have been passed by Stock Exchange or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.

d) Our risk management procedures ensure that the management control risks through means of a properly defined framework.

e) Our whistle blower policy encourages disclosure in good faith of any wrongful conduct on a matter of general concern and protects the whistle blower from any adverse personnel action. The Company''s personnel have not been denied access to the Audit Committee.

8. Means of Communication

The Board of Directors of the Company takes on record the unaudited quarterly and half yearly Financial Results in the prescribed form within the prescribed time limit. The Company submits information about quarterly, half yearly and annual results etc. to the Stock Exchange within prescribed time limits.

The Company also publishes its financial results in newspapers as well as on its own website.

The website where displayed : www.multiplusholdings.com

9. General Shareholder Information

AGM Date, Time and Venue Saturday, 27th September 2014 at 03.00 p.m. at - 1418, B-Wing, 14th Floor, Dalamal Tower, 211, Nariman Point, F. P. J. Marg, Mumbai - 400021.

Financial Calendar April to March

Financial Year 2013-2014

Dates of Book Closure 20th September 2014 to 27th September 2014 (Both days inclusive)

First Quarter Results By 30th July, 2013

Second Quarter Results By 30th October, 2013

Third Quarter Results By 30th January, 2014

Fourth Quarter Results By 30th May, 2014

Audited Results for the year On or before 30th September, 2014 ending 31st March 2014

Listing on Stock Exchanges BOMBAY STOCK EXCHANGE

Stock Code 505594

Demat ISIN Number for NSDL & CDSL INE 886E01016

Registrars & Transfer Agent Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka. Andheri(E), Mumbai - 400 072

Market Price Data: There was no trading of shares during the year.

12. Dematerialization of Shares

As on 31.03.2014, 18,56,050 (98.726%) shares of the Company''s Share Capital had been dematerialized.

13. Address for Correspondence

Shareholder Correspondence should be addressed to - Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka. Andheri(E), Mumbai - 400 072

Investors may also write to or contact at the Registered Office for any assistance that they may need.

Shareholders holding shares in dematerialized form should address all their correspondence (Including change of address, nominations, ECS mandates, bank details to be incorporated) to their Depository Participant.

14. Outstanding GDRs/ADRs/Warrrants or any convertible instruments:

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

B. NON-MANDATORY REQUIREMENTS

The other suggestions have not yet been adopted.

ANNUAL DECLARATION BY CHIEF EXECUTIVE OFFICER (CEO) PURSUANT TO CLAUSE 49 (i) (d) (ii) OF THE LISTING AGREEMENT

As the Chief Executive Officer of Multiplus Holdings Limited and as required by Clause 49 (i) (d) (ii) of the Listing Agreement, I hereby declare that all the Board Members and the Senior Management personnel of the Company have affirmed Compliance with the Company''s Code of Business Conduct and Ethics, for the Financial Year 2013-2014

Sd/-

Mr. JIGNESH R. SHETH Managing Director Dm : 00290211

Director''s Responsibility Statement:

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, your Directors confirm:

1. That the applicable Accounting Standards have been followed in the preparation of Annual Accounts along with proper explanations relating to material departures, if any.

2. That the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and the Profit & Loss Account for the year ended on that date.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo :

Your Company does not undertake any activities involving Foreign currency Earnings and Outgo .

Directors :

SHRI JAYPRAKASH R. SHETH , Director of the Company retires by rotation and being eligible offers himself for reappointment None of the Directors of the Company are disqualified for being appointed as Directors in terms of Section 274 (l)(g) of the Companies Act, 1956.

Auditors:

M/s. Hardik Parasia & Associates, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and are eligible, offer themselves, for reappointment.

The Company has also received a letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the said Act.

The notes referred to by the Auditors in their report are self-explanatory and hence, do not require any further explanation.

Acknowledgement:

Your Directors wish to place on record their grateful thanks to the Banks, various Government Authorities and the Promoters for their valuable assistance and cooperation and for the trust and confidence posed in the Company by the Shareholders.

For and on behalf of Board

JIGNESH R. SHETH Managing Director Dm no:00290211

Place: Mumbai Date : 30th May, 2014

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company Together with the Audited Statements of Accounts for the year ended 31st March, 2010.

For the year For the year ended ended 31st March, 2010 31st March, 2009 (Rupees) (Rupees)

Gross Income 44,74,432.21 1,33,28,072.26

Profit before Depreciation 40,39,162.77 1,26,82,839.94

Less : Depreciation (Net) NIL NIL

Profit before Taxation 40,39,162.77 1,26,82,839.94

Less : Provision for Tax 6,47,891.00 1470409.00

Deferred Tax NIL NIL

Current Tax 6,47,891.00 14,70,409.00

Fringe Benefit Tax NIL NIL

Profit after Tax 33,91,271.77 1,12,12,430.94

Less : Prior Period Taxes 0.00 0.00

33,91,271.77 1,12,12,430.94

Balance brought forward 1,20,32,170.58 11,88,273.64

Profit available forappropriation 1,54,23,442.35 1,24,00,704.58

APPROPRIATION

Proposed Dividend 3,76,000.00 3,15,000.00

Tax on Proposed Dividend 63,902.00 53,534.00

Balance carried forward to next year 1,49,83,540.35 1,20,32,170.58

1,54,23,442.35 1,24,00,704.58



Operations :

During the year the review, Your Company earned an income of Rs. 44,74,432.21 against Rs. 1,33,28,072.26 in the • previous Year. The Company earned profit after Tax of Rs. 33,91,271.77 as compared to profit after Tax of Rs. 1,12,12,430.94 in the previous Year.

Dividend :

The Board of Directors have recommended payment of a dividend of 2% i.e. 0.20 Paise per share on 18,80,000 Equity Share of Rs. 10/- each, for the year ended 31st March, 2010, for approval of the Members. The dividend will entail an outflow of Rs. 4,39,902/- (including Dividend Tax of Rs. 63,902/-) on the paid up equity share capital of Rs. 1,88,00,000/-.

Increase in Share Capital:

During the year the Company issued 12,50,000 equity Shares of Rs. 10/- each at premium of Rs. 50/- per Share aggregating the Rs. 7,50,00,000 on preferential allotment basis. Consequently, the outstanding, issued, subscribed and paid-up equity share capital of the Company increased from 6,30,000 Shares to 18,80,000 Shares of Rs. 10/- each as of March 31, 2010.

Directors Responsibility Statement:

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, your Directors confirm:

1. That the applicable Accounting Standards have been followed in the preparation of Annual Accounts along with proper explanations relating to material departures, if any.

2. That the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and the Profit & Loss Account for the year ended on that date.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo :

Your Company does not undertake any activities involving Foreign currency Earnings and Outgo .

Directors :

SHRI JAYPRAKASH R. SHETH , Director of the Company retires by rotation and being eligible offers himself for / reappointment.

None of the Directors of the Company are disqualified for being appointed as Directors in terms of Section 274 (l)(g) of the Companies Act, 1956.

Auditors :

M/s. Rajesh Thakkar & Associates, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and are eligible, offer themselves, for reappointment.

The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re- appointment within the meaning of Section 226 of the said Act.

The notes referred to by the Auditors in their report are self-explanatory and hence, do not require any further explanation.

Acknowledgement:

Your Directors wish to place on record their grateful thanks to the Banks, various- Government Authorities and the Promoters for their valuable assistance and cooperation and for the trust and confidence posed in the Company by / the Shareholders.

For and on behalf of Board

JIGNESH R SHETH

DIRECTOR

Place : Mumbai

Date :20th June, 2010

---

Mar 31, 2002

The Directors have pleasure in presenting before you the 20th Annual Report of the Company together with the audited Statement of Accounts for the period ended 31st March, 2002.

ACCOUNTS

During the year, Company has made Profit of Rs. 18,998.00

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm :

a) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so an to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so as to prevent and delect fraud and other irregularities; and

d) That the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

The Present Auditor M/S. KETAN RUPANI & CO., Chartered Accountants holds the office as an Auditor until the conclusion of the Annual General Meeting and being eligible offer himself for reappointment.

DIVIDEND

No Dividend is proposed in the view of the nominal profit earned during the year.

ON BEHALF OF THE BOARD OF DIRECTORS

(DHIRAJLAL K. SHAH) (SUKETU D SHAH)