Platinum Corporation Ltd Directors Report

Your Directors take pleasure in presenting herewith Eighteenth Annual Report and Audited Accounts for the year ended on 31^st March, 2011.

Financial Results:

REVIEW OF PERFORMANCE

The company has not carried out any business activities during the year under review, The Company has earned net Loss after Interest and Taxation from Rs. 51.35 Lakhs and in the Previous net profit after Interest and Taxation was Rs. 2.90 Lakhs.

DIVIDEND

The Directors, regret their inability to recommend any dividend for the year, due to loss of current year. STOCK OPTIONS

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

SUBSIDIARY COMPANIES

There are no any subsidiary Companies.

PERSONNEL

The relations between employees and the management during the year have been cordial. The Directors wish to thank all the employees for their continued support and co-operation during the year under review.

LISTING

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange (ASE) And Vadodara Stock Exchange (VSE).

DIRECTORS RESPONSIBILITY STATEMENT

In Compliance of Section 217(2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm:

1. that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

2. that such accounting polices have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31,2011.

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that the annual accounts have been prepared on going concern basis.

DIRECTORS

At the forthcoming Annual General Meeting, Mr. Pratik R. Shah will retire by rotation pursuant to Article 145 of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment.

Also Mr. Mayank D. Shah and Mr. Gokul M. Patel was appointed as an additional director by the Board of Directors of the company w.e.f. 30^th April 2011 accordingly he hold office only upto the ensuing annual general meeting of the company. The company has received the notice from the shareholder of the company proposing his candidature for the post of Director and as such Board recommends his appointment as director of the company.

Mr. Anindo A. Banerji and Mr. Deenkar B. Shrimali resigned as Directors of the Company with effect from 7^th September, 2010 and 30^th April, 2011 which the Company has accepted. The management has taken note of the same and is thankful for the services rendered during his tenure.

ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS

Your company is planning to raise funds to the tune of Rs 10 Crores (Rupees Ten Crores only) by offering, issuing and allotting 10,00,00,000 (Ten Crores) warrants convertible into equity of the face value of Rs.1/- each at a price of Rs. 1/- each with an option to convert warrants into equity share within 18 months of issuance of warrants on preferential basis Convertible Warrants on Preferential basis to promoters and others as mentioned in the resolution attached in the notice of Annual General Meeting. The Object of the issue is to augment long term resources of the Company to implement the expansion plans of the Company as well as working capital requirements of the company.

ISSUE OF EQUITY SHARES ON RIGHT BASIS

Your company is also planning to raise funds to the tune of Rs. 68.00 Crores (Rupees Sixty Eight Crores) by way of offering, issuing and allotting equity shares the shareholders of the Company on right basis in ratio of 1:4 i.e. four equity shares for every one share held in the company. The Object of the issue is to augment long term resources of the Company to implement the expansion plans of the Company as well as working capital requirements of the company.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

AUDIT COMMITTEE

The companys present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

PARTICULARS OF THE EMPLOYEES

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

RISK ASSESSMENT AND MANAGEMENT

The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time.

There are adequate internal systems, control and checks in place commensurate with the size of the Company and nature of its business. The management exercises financial controls through a well define budget monitoring process and other standard operating procedures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The Additional information required under Section 217(l)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

AUDITORS

M/s. Praful N. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORTS

The observations of the Auditors in their Report and Notes Attached to the Accounts are Self-Explanatory and do not require any Further Clarifications.

ACKNOWLEDGMENT

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.