డైరెక్టర్ల నివేదిక Shree Ambeshwar Paper Mills Ltd.

Mar 31, 2010

The Members

Shree Ambeshwar Paper Mills Limited.

Our Directors have pleasure in presenting their 30th Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2010

FINANCIAL HIGHLIGHTS:

The financial results of your company for the period mentioned above are as under: (Rs. IN LACS)

PARTICULARS As on As on March 31, 2010 March31, 2009

Profit / (Loss) before Interest & Depreciation and tax (3.81) (305.10)

Less: Interest 0.00 0.00

Less: Depreciation 0.00 0.00

Less : Provision for Taxation 0.00 0.00

" Net Profit/(Loss) After Tax (3.81) (305.10)

Less. Prior Period Adjustment Account 0.00 0.00

Net Profit / (Loss) after adjustment carried forward to Balance (3.81) (305.10) Sheet

Amount availablefor appropriation as (2152.68) (2148.87) per Balance Sheet

DIVIDENDS:

Your Directors are unable to recommend any dividend for the year under review in view of the losses incurred by the Company.

EXPLANATION U/S 217(3) OF THE COMPANIES ACT.1956.

Notes annexed to the Audited annual accounts are self explanatory and do not call for further explanations in this regard.

DIRECTORS:

Pursuant to Article 39 of the Articles of Associations of the Company, Mr.Dharamdutt V.Trivedi, Mr. Mohanlal J.Trivedi, Directors,of your Com pany retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment

DIRECTORS' RESPONSIBILITY STATEMENT,

pursuant to Sec. 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and app lied them consistently and made judgments and estimated that are reas onable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance is annexed to the Directors' Report.

DISCLOSURE UNDER THE STOCK EXCHANGE LISTING AGREEMENT:

The Company's Shares are listed at the Bombay Stock Exchange Ltd & Saurashtra Kutch Stock Exchange Ltd. However the trading of shares has been suspended at both the stock exchanges since 2004. Company is making efforts towards obtaining relief from suspension

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not require to disclose particulars under section 217(1)(e) of the Company Act, 1956 read together with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

AUDITORS:

M/s. N.H.Vyas & Co., Chartered Accountants, Mumbai, the retiring Auditors of the company has issued a letter to the effect that they do not seek Re-election at the forthcoming 29th Annual General Meeting, Accordingly Board proposes to move the resolution to appoint M/s K.S.Subrahmanyam, Chartered Accountants, Mumbai as the auditors for the financial year 2009-2010.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended upto date.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers, various Government agencies and authorities and all others assisting the Company. The Directors are also thankful to the employees at all levels for their continued support.

For and On behalf of the Board of Directors DIRECTOR

REGISTERED OFFICE:

M/S RITA'S, 299B OLD POST OFFICE LANE, MANGALDAS MARKET, MUMBAI 400002. Place: Mumbai Date:30/06/2010