DIRECTORS' REPORT TO THE MEMBERS The Companys Directors are pleased to present their Annual Report for the

year ended ____________together with the Audited Accounts for the year. Operations and Performance : The salient features of the Companys financial results as shown below: 2005-06 Rs.(000) Gross Revenue Loss before Depreciation Depreciation ------Profit before Tax Provision for Taxation Profit after Tax Less : Brought forward ------Surplus (loss) carried forward ======= The directors do not recommend any dividend for the year. The members are requested to appoint Auditors for current year and fix their remuneration. XXX & Co., the present Auditors of the Company, have under Section 224(1) of the Companies Act, 1956, furnished a certificate of their eligibility for reappointment. The provisions of clause (e) of Section 217(1) of the Companies Act, 1956 read with the (disclosure of particulars in the board of directors) Rules 1988 and forming the part of the directors report for the period ended ____________is required to be given to commensurate with the nature of business of the company. The Company had no employee in receipt of remuneration which in the aggregate was not less than 12 lakhs for the year or Rs. 1 lakh per month. (247) NIL ------(247) NIL (247) Nil ====== nil (244)

Cont.. Page 2.

|2| Directors' Responsibility Statement: 1. The applicable Accounting Standards have been followed in the preparation of the annual accounts for the year and there has been no material departure therefrom. The directors have selected such accounting policies and applied them consistently and made adjustments and estimates that are reasonable and prudent so as to give true and fair view of the Company's state of affairs as at 31st March, 2006 and of its loss/ Profit for the year ended on that date.
2.

3. 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. The directors have prepared the annual accounts for the year ended ______________ on going concern basis.
4.

DEPOSITS During the year the Company did not accept any Deposits as per the provisions of Section-58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. AUDITORS M/s ____________, the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956. AUDITORS REPORT

With reference to the comments made by the Auditors in their report, the Directors wish to state that the relevant notes forming part of the Companys Accounts are self explanatory and hence do not require any further explanation. PERSONNEL N.A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO During the year, your company has incurred expenditure in foreign currency to the extent of Rs. ______________ as against Rs. ____________ in the previous financial year 2007-2008. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for the continued support of Bankers and Government Authorities

On behalf of the Board of Directors

Director Place: Mumbai Date :