Kiduja India Ltd

TO THE MEMBERS,

The Directors have pleasure to present their 23rd annual report on the business andoperations of the Company and the financial accounts for the year ended 31st March, 2009.

OPERATIONS

The Company operates extensively in the shares and derivatives market and the globaleconomic slowdown has impacted the market conditions and also performance of the

Company, In view thereof the Company has earned total income of Rs. 237.46 Lacs in thecurrent year as compared to previous year of Rs. 11,815.37 Lacs.

TRANSFER TO RESERVES

In the absence of adequate p~rofits7no amount has been transferred to reserves duringthe year under review. The debit balance of Profit and Loss Account has been transferredto Balance Sheet under the head "Profit & Loss Account".

DIVIDEND

In the absence of profits, your directors do not recommend dividend for the year underreview.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section58A of the Companies Act, 1956 during the period under review.

DIRECTORS:

Pursuant to the provisions of Articles of Association of the Company, Mr. Ashish D.Jaipuria, director retires by rotation and being eligible offers himself forre-appointment. Mrs. Kirti D. Jaipuria and Mr. Omprakash Agarwal continue to be directorson the Board.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs.24.00.000/- p.a. or Rs. 2.00.000/- p.m. or more. Hence there is no information to beprovided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1 Me) OF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read withthe Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is given in Annexure-l to this Directors Report.

AUDITORS:

M/s. Lodha and Co., Chartered Accountants, who are the statutory auditors of theCompany, retires at the ensuing Annual General Meeting and are being eligible to offerthemselves for re-appointment. Your directors recommend their reappointment.

AUDITOR'S OBSERVATIONS:

Following are the observations made by the auditors:

Considering auditor's observation on the point no. 9(a) of the annexure to the auditorsreport that the Company has not deposited statutory dues i.e. income tax (includinginterest) amounting Rs. 10,200,000/- for the financial year 2007-08. The Company is in theprocess of regularising the dues at the earliest.

Other observations in Auditor's Report are self explanatory and do not need furthercomments from directors in this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 read withCompanies (Appointment & Qualification of Secretary) Rules, 1988, Company has obtaineda Certificate from a Company Secretary in Whole Time Practice and is attached with theBoard's Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 thedirectors confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2009 theapplicable accounting standards have been followed and that no material departure havebeen made from the same.

ii. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities

iv. That the directors had prepared the annual accounts on a going concern basis

ACKNOWLEDGMENT

Your directors wish to place on record their appreciation for the support andcooperation, which the Company continues to receive from its clients, employees, bankersand associates. The directors are also grateful to the shareholders for their plentifulsupport to the Company.

I.CONSERVATIONOFENERGY:

(a) Energy conservation measures taken - NIL

(b) Additional investments and proposals if any, being implemented for reduction ofconsumption of energy - NIL

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods - NIL

(d) Total energy consumption and energy consumption per unit of production -N.A.

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: NIL

B. Consumption per unit of production: NIL

II. TECHNOLOGY ABSORPTION

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.

I Research and Development: NIL

I Technology Absorption, Adaptation and Innovation: NIL

II. FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Earnings In Foreign Exchange during the year: NIL

II. Foreign Exchange outgo during the year: NIL