Saraswati Commercial (India) Ltd

The Members,Your Directors have pleasure in presenting the 28^th AnnualReport on the operations of the Company together with the Audited Accounts for the yearended 31^st March, 2011.

Financial highlights :

Dividend:

Your Directors are not recommending any dividend for the year ended on 31^stMarch 2011 to conserve the resources for future.

Operations & Performance:

During the year ended 31^st March, 2011, your Company achieved a total incomeaggregating to Rs. 384.30 Lacs . After providing for Depreciation and FinanceCharges, the Company has registered a profit before tax of Rs. 349.91 Lacs. After makingprovision for tax in respect of current year, the profit after tax of Rs. 289.16 Lacs hasbeen carried to the Balance sheet.

The Company maintains adequate internal control systems covering all its operationareas. The Directors are putting in their efforts and are hopeful of improved workingduring the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving betterresults in the ensuing year.

Directors:

Shri Anilkumar Rajan, Director, retire by rotation and being eligible, offers himselffor reappointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be appointed/ re-appointed is given in thenotes to the Notice of the ensuing Annual General Meeting.

Public deposits:

The company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceedingthe limits prescribed under Section 217(2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975 as amended.

Directors’ Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, yourDirectors confirm the following:

• ?in the preparation of the annual accounts, the applicable accounting standardshave been followed;

• That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31^stMarch, 2011 and of the profit of the Company for that period;

• That the Directors have taken proper and sufficient care for the maintenance ofadequate 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 andother irregularities.

• That the annual accounts for the year ended March 31, 2011 have been prepared ona going concern basis.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors ofthe Company retire at the ensuing Annual General Meeting and being eligible, offerthemselves for re-appointment. Members are requested to appoint auditors for the currentyear and to authorize the Board to fix their remuneration.

Auditors’ Report:

The observations made by the Auditors in their Report read with the relevant notes asgiven in the Notes on Accounts for the year ended 31^st March, 2011 are selfexplanatory and therefore do not call for any further comments under Section 217(3) of theCompanies Act, 1956.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates,Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section383A of the Companies Act, 1956 is enclosed herewith.

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreigncollaboration and also has not imported or exported any goods and services. Hence theparticulars as required under section 217(1)(e) of the Companies Act, 1956, read with theCompanies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 arenot applicable.

B] Foreign Exchange Earnings & Outgo:

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support andco-operation from the investors, Financial Institutions, Banks, and Statutory Authorities.Your Directors express their deep appreciation to the Company’s employees at alllevels for their unstinted efforts and valuable contributions during the year.

COMPLIANCE CERTIFICATE

To,

The Members,

Saraswati Commercial (India) Limited,

Mumbai

We have examined the registers, records, books and papers of Saraswati Commercial(India) Limited (the Company) as required to be maintained under the Companies Act,1956, (the Act) and the rules made thereunder and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended 31stMarch 2011 (financial year). In our opinion and to the best of our information andaccording to the examinations carried out by us and explanations furnished to us by theCompany, its officers and agents, we certify that in respect of the aforesaid financialyear:

1. The Company has kept and maintained all registers as stated in Annexure‘A’ to this certificate, as per the provisions of the Act and the rules madethereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure‘B’ to this certificate, with the Registrar of Companies, Regional Director,Central Government, Company Law Board or other authorities within the time prescribedunder the Act and the rules made thereunder.

3. The Company, being a public limited Company, comments are not required.

4. The Board of Directors have held their meetings at regular intervals inrespect of which meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members and Share Transfer Books from Monday, 20^thSeptember, 2010 to Saturday, 25^th September, 2010 (both days inclusive) andnecessary compliance of Section during the financial year of the Act has been made.

6. The Annual General Meeting for the financial year ended 31st March 2010 was held on25^th September, 2010 after giving due notice to the members of the Company andthe resolutions passed thereat were duly recorded in Minutes Book maintained for thepurpose.

7. No extra ordinary general meeting was held during the financial year.

8. The Company has not advanced any loans to its directors or persons or firms orcompanies referred to under section 295 of the Act.

9. The Company has duly complied with the provisions of section 297 of the Act inrespect of contracts specified in that section.

10. The Company has made necessary entries in the register maintained under section 301of the Act.

11. As there were no instances falling within the purview of section 314 of the Act,the Company has not obtained any approvals from the Board of Directors, Members or CentralGovernment.

12. The Company has not issued any duplicate share certificate during the financialyear.

13. The Company:

(i) delivered all the Share certificates on lodgment thereof for transfer/ transmissionand there was no allotment of securities during the financial year.

(ii) has not deposited any amount in a separate Bank Account as no dividend wasdeclared during the financial year.

(iii) was not required to post warrants to any member of the company as no dividend wasdeclared during the financial year.

(iv) was not required to transfer any amount to Investor Education and Protection Fund.

(v) has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and the appointment ofdirectors, additional directors, alternate directors and directors to fill casualvacancies has been duly made.

15. The Company has not appointed any Managing Director / Whole time Director / Managerduring the financial year.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director, Registrar and / or such authorities prescribed underthe various provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms / companies to the Boardof Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares /debenture or other securities during thefinancial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financialyear.

22. There were no transactions necessitating the Company to keep in abeyance the rightsto dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loansfalling within the purview of the section 58A during the financial year.

24. The amounts borrowed by the Company from directors, members, public, financialinstitutions, banks and others during the financial year ending 31st March, 2011 arewithin the borrowing limits of the Company.

25. The principal business of the Company is the acquisition of shares, stock,debentures and other securities and therefore provisions of Section 372A of the CompaniesAct, 1956 are not applicable to the Company.

26. The Company has not altered any provisions of the Memorandum with respect tosituation of the registered office of the Company.

27. The Company has not altered the provisions of the Memorandum of Association withrespect to the objects of the Company.

28. The Company has not altered the provisions of the Memorandum with respect to nameof the Company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to sharecapital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association of the Company during theyear under scrutiny.

31. There was no prosecution initiated against or show cause notices received by theCompany and no fines or penalties or any other punishment was imposed on the Companyduring the period, for offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. The Company was not required to deduct any contribution towards Provident Fundduring the financial year.

Registers as maintained by the Company

Statutory Registers:

1. Register of Members u/s 150

2. Register of Directors, Managing Director, Manager and Secretary u/s 303

3. Register of Disclosures of Interest by Directors u/s 301(3)

4. Minutes Book u/s 193

5. Register of Contracts u/s 301

6. Register of Directors Shareholdings u/s 307

Other Registers:

Register of Transfers

Forms and Returns as filed by the Company with Registrar of Companies, RegionalDirector, Central Government or other authorities during the financial year ended 31^stMarch 2011.