Ganesh Holdings Ltd

TO,

The Members,

The Directors of your company have pleasure in presenting their Report and AuditedStatements of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The salient features of the Company's financial results for the year under review aresummarized below :

DIVIDEND

To Conserve the Resources and to strengthen the financial position of the company, yourdirectors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors)Rules, 1988 as such the company is not required to submit particulars of EnergyConservation as required under Rule 2(A) and there is no activity which should bedisclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of theCompany at the conclusion of the ensuing Annual General Meeting and being eligible, theyoffered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificateto this effect has been obtained from M/s. Alka Modi & Associates, CompanySecretaries, Mumbai.

RESPONSIBILITY STATEMENT

Your Directors confirm :

a) That in the preparation of the Annual Accounts, the applicable accounting standardshave been followed and that no material departures have been made from the same;

b) That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of affairs of the Company at the end of the financial year and of the Profit or Lossof the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to CorporateGovernance pursuant to clause 49 of the Listing Agreement with Stock Exchange.