Shree Nath Commercial & Finance Ltd

Your Directors are pleased to present the Management Discussion and Analysis Report forthe year ended 31^st March, 2011.

The management discussion and analysis have been included in consonance with the codeof corporate governance as approved by The Securities and Exchange Board of India (SEBI).Investors are cautioned that these discussions contain certain forward looking statementsthat involve risk and uncertainties including those risks which are inherent in theCompany’s growth and strategy. The company undertakes no obligation to publiclyupdate or revise any of the opinions or forward looking statements expressed in thisreport consequent to new information or developments, events or otherwise.

The management of the company is presenting herein the overview, opportunities andthreats, initiatives by the company and overall strategy of the company and its outlookfor the future. This outlook is based on management’s own assessment and it may varydue to future economic and other future developments in the country.

OVERVIEW

The operations of the company are centred in the Finance and Share Trading. The Companydeals in Shares and Securities.

INDUSTRY STRUCTURE AND DEVELOPMENT:

The Indian economy has witnessed all round growth in year 2010-11 with increasedinvestment in Financial Market.

The finance industry where the company is also involved, major development have beentaken place for past few decades in view of the fact that plethora of finance companieshave come into existence with various finance products and there has been tremendousfinance growth due to foreign collaboration, foreign equity participation etc, underFinance Division, dealing in equity shares and stock is the main activity of the company.

Coming to Real Estate, especially in the past few decades, there has been tremendousgrowth in Real Estate business in India. The Company has been dealing in Real Estatebusiness since inception but there has been stiff competition from other Real EstateCompanies.

OPPORTUNITIES AND THEREATS :

Some of the key trends of the industry that are favourable to the company to exploitthese emerging opportunities are:

1. Clients are more comfortable with uniform high quality and quick services andsecurity process across the enterprise.

2. The company since involved in the Information Technology enabled services for a verylong time there are good prospects for expanding further activities in this direction.

3. The company is also facing server competition from other Information Technologycompanies and software companies.

Some of the key changes in the industry unfavourable to the company are:

1. Heightened competition

2. Increasing cost of the product

INITAITIVES BY THE COMPANY

The company has taken following initiatives’

1. Every effort is being made to locate new client base to boost its Real EstateBusiness and Finance Business.

2. The company is endeavouring to penetrate into newer Real Estate and FinancialActivities.

OUTLOOK

The company is mainly engaged in Finance and related business and Real Estate Business.

The company is planning to expand and diversify the activities in this time to taphigher revenues.

RISK AND CONCERNS:

Due to stiff competitions in the finance fields where the company’s activities arecentred in, the overall margins are under pressure but maintainable with constant effortand good services.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

1. Compliance of the company with applicable statutes, policies procedures, listingrequirements and management guidelines.

2. All transaction are being accurately recorded and verified.

3. Adherence to applicable accounting standards and polices.

HUMAN RESOURCES/INDUSTRY RELATIONS:

• The company provided excellent working environment so that the individual staffcan reach his/her full potential.

• The company is poised to take on the challenges and march towards accomplishingits mission with success.

• The company maintained good Industrial/Business relation in market whichenhanced the Creditworthiness of the Company.

CAUTIONARY STATEMENT

Statement in the Management Discussion and analysis describing the company’sobjectives exceptions or predications may be forwards looking within the meaning ofapplicable securities, laws and regulations. Actual results may differ materially fromthose expressed in the statement. Several factors could make significant difference to thecompany’s operation. These include climatic conditions and economic conditionsaffecting demand and supply, government regulations and taxation, natural calamities etc.over which the company does not have any control.

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of

SHREENATH COMMERCIAL AND FINANCE LTD

1. We have examined the compliance of Corporate Governance by M/s. Shreenath CommercialAnd Finance Ltd for the period ended on 31st March 2011 as stipulated in Clause 49 of theListing Agreement of the said Company with the stock exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to procedures and implementation thereof, adoptedby the Company for ensuring the compliance of the conditions of the Corporate Governance.It is neither an audit nor an expression of opinion on the financial statements of theCompany.

3. In our opinion and to the best of our information and according to the explanationsgiven to us, we certify that the Company has generally complied with the conditions ofCorporate Governance as stipulated in the above mentioned Listing Agreement.

4. We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.