Directors Report of Shree Mahaganga Sugar Mills Ltd.

Mar 31, 2010

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

FINANCIAL RESULTS:

Particulars Year Ended On Year Ended On 31.03.2010 31.03.2009 Rs. Rs.

Income From Operations 0 13,221,000

Profit Before Depreciation & Tax (282026) (174,409)

Less: Depreciation 49482 79267

Profit Before Tax (331508) (253,676)

Less: Provision For Taxation 0 0

Less: Fringe Benefit Tax 0 946

Less: Deferred Tax Liability 0 0

Profit After Tax (331508) (254623)

Add: Balance brought forward from previous year (11237940) (10,983,317)

Surplus/(Deficit) carried to balance sheet (11569447) (11,237,940)

DIVIDEND :

Your directors do not recommend dividend is for the year 2009-2010.

OPERATIONS :

During the year under review the Company has no business operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Since the Company do not own any manufacturing facility, the provisions of section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are not applicable. During the year under review, the Company did not have any foreign exchange earning or outgo.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Jalindar Shelar , Director retire by rotation, at the ensuring Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT: The directors confirm:

1. That in the preparation of the accounts for the year, the applicable accounting standards have been followed and that no material departures have been made from the same;

2. That they selected appropriate accounting policies and applied them consistently and made judgment 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 31st March, 2010 and of the profit of the Company for the year;

3. That they 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 asset of the company and for preventing and detecting fraud and other irregularities; and

4. That they have prepared the accounts for the period on going concern basis.

PARTICULARS OF EMPLOYEES:

During the year, there were no employees whose information is required to be given as per Section 217(2A) read with the Companies (Particular of Employees) Rules, 1975 as amended.

REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance is annexed to this Annual Report. The Company has complied with the conditions of corporate governance as stipulated in clause 49 of the listing agreement. The certificate obtained from the auditors of the Company regarding compliance of conditions is annexed to this report.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor accepted Public Deposits.

AUDITORS :

M/s Uday Pasad & Associates., Chartered Accountants, auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Auditor’s Report is self-explanatory

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. Listing fees has been paid to Mumbai Stock Exchange.

APPRECIATIATION

Your directors place on record their appreciation for the continued support received from shareholders. Your Director expresses their appreciation for the assistance and co-operation received from the Government, RBI, local authorities, Bank & customers.

The Board would also like to acknowledge co-operation and commitment rendered by all the associates and employ- ees of the company at all level.

Registered Office : By Order Of the Board of Directors

18-22, 4th Floor, Shree Mahaganga Sugar Mills Limited

Mohid Heights, (Formerly known as ‘Eltrol Limited’

Lokhandwala Road, Andheri (West) Mumbai-400053

S/d Sanjay Tripathi Chairman & Managing Director Place : Mumbai. Date : 2nd September, 2010

---

Mar 31, 2009

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

FINANCIAL RESULTS:



Particulars Year Ended On Year Ended On

31.03.2009 31.03.2008

RS. RS.

Income From Operations 13,221,000 0

Profit Before Depreciation & Tax (174,409) (2,599,716)

Less: Depreciation 79,267 12,567

Profit Before Tax (253,676) (2,612,283)

Less: Provision For Taxation 0 0

Less: Fringe Benefit Tax 946 2,448

Less: Deferred Tax Liability

Profit After Tax (254,623) (2,614,731)

Add: Balance brought forward from previous year (10,983,317) (8,368,586)

Surplus/(Deficit) carried to balance sheet (11,237,940) (10,983,317)





DIVIDEND:

Your directors do not recommend dividend is for the year 2008-2009.

OPERATIONS:

During the year under review the Company has incurred a heavy loss and Board of Directors believes that the Company has to make up its previous years losses in the coming years.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Since the Company do not own any manufacturing facility, the provisions of section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are not applicable. During the year under review, the Company did not have any foreign exchange earning or outgo.

PARTICULARS OF EMPLOYEES:

During the year, there were no employees whose information is required to be given as per Section 217(2A) read with the Companies (Particular of Employees) Rules, 1975 as amended.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Stock Exchange, the Report on the Management Discussions and Analysis and Corporate Governance from part of the Annual Report.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor accepted Public Deposits.

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Neeraj Sanghavi, Director retire by rotation, at the ensuring Annual General Meeting and being eligible offer himself for re-appointment.

APPOINTMENT OF DIRECTORS:

Your Directors are pleased to inform you regarding the appointment of Mr.Jalandhar Shelar and Mr. Anurag Prasad, M.B.A., who have wider experience in the business, as on 1st April,2008 as an Independent Directors on the Board and the appointments be approved by the Members in the Annual General Meeting.

AUDITORS :

M/s Uday Pasad & Associates., Chartered Accountants, auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Auditors Report is self- explanatory

DIRECTORS RESPONSIBILITY STATEMENT:

The directors confirm:

1. That in the preparation of the accounts for the year, the applicable accounting standards have been followed and that no material departures have been made from the same;

2. That they selected appropriate accounting policies and applied them consistently and made judgment 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 31st March, 2009 and of the profit of the Company for the year;

3. That they 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 asset of the company and for preventing and detecting fraud and other irregularities; and

4. That they have prepared the accounts for the period on going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to clause 49 of the listing Agreement, Management Discussion & Analysis is annexed as part of this report separately.

COMPLIANCE CERTIFICATE:

A Certificate from the auditors of the company regarding compliance of conditions of corporate Governance as stipulated under Clause 49 of the listing Agreement is attached to this report.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the continued support received from shareholders. Your Director expresses their appreciation for the assistance and co-operation received from the Government, RBI, local authorities, Bank & customers.

The Board would also like to acknowledge co-operation and commitment rendered by all the associates and employees of the company at all level.





FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai Sd/- Sd/-

Date: 1st September, 2009 Director Director