Mehta Securities Ltd

To,

The Members,

MEHTA SECURITIES LIMITED,

Ahmedabad.

Your Directors have pleasure in presenting the 15th Annual Report of the Company along with Audited Accounts for the year ended 31 ST DECEMBER 2008.

1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31ST DECEMBER 2008 as compared to the previous year are summarized below :-

2. OVERALL REVIEW OF PERFORMANCE :

The operations of the Company have improved moderately in spite of several organizational and market related issues.

During the year under review, the Company has a gross income of Rs. 6981.72 Lacs.

Simultaneously, during the year under review, as well as historically the Company has provided substantial amount towards decrease in investments value, which has resulted into loss of 46 lacs.

3. DIVIDEND :

In view of the loss, the Board of Directors do not recommend dividend .

4. BUSINESS OPERATIONS AND FUTURE OUTLOOK :

The business of the Company is being affected by several external factors, which are beyond the control of the Company. Some of them are fluctuating market conditions, political situation, government control etc. But looking to the structural changes that have taken place in the economic environment, the future of the Company and the area in which the Company carries on Its business is bright. The company is exploring various initiatives relating to the capital market.

5. DIRECTOR:

One of your Directors viz. Mr. Upen Parekh retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He however, being eligible, offers himself for reappointment.

6. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

7. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

8. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for re-appointment. Board recommends the reappointment and requests the members to fix their remuneration.

9. PUBLIC DEPOSITS :

There was no deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal as on 31^st DECEMBER 2008.

10. DIRECTORS' RESPONSIBILITY STATEMENT :

Your Director Confirm:-

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) That the Directors had selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31^st DECEMBER 2008 and of the Profit of the Company for that year.

(c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31 ST DECEMBER 2008 in accordance with the provision of The Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

11. LISTING :

The equity shares of the Company are listed on The Stock Exchange of Mumbai, Listing fees for the year 2008-09 have been duly paid.

12. CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report.

13. ACNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Company's affairs.