To, The Members, DHOOT INDUSTRIES LIMITED
 
 The Directors have great pleasure in presenting 27th Annual Report
 along with the Audited Balance Sheet and Profit And Loss Account, for
 the year ended 31st March, 2012.
 
 1. FINANCIAL RESULTS:
 
                                                         (Amt. In Rs.) 
 PARTICULARS                                             Year  ended
 
                                       2012                 2011
 
 Total Income                       10,19,250             23,46,153
 
 Total Expenditure 
 (Excluding Depreciation)            7,02,950             17,14,730
 
 Gross Profit/(Loss) before 
 Depreciation & Tax                  3,16,300              6,31,423
 
 Add/Less: Depreciation (Net)           -                    46,160
 
 Profit/(Loss) before Taxation       3,16,300              5,85,283
 
 Less: Provision for Taxation        1,10,000                  -
 
 Provision for income Tax & FBT        -                   3,14,668
 
 Deferred Tax                          -                  (2,22,385)
 
 Net Profit/(Loss) after Taxation    2,06,300              4,93,000
 
 Transfer from General Reserve      29,00,669                  -
 
 Balance Brought forward from 
 previous year                        -                   24,07,669
 
 Balance carried forward to 
 Balance Sheet                      31,06,969             29,00,669
 
 2. DIVIDEND:
 
 In order to conserve the resources, your Directors do not recommend any
 dividend for this year.
 
 3. DEPOSITS:
 
 Your Company did not accept any deposits from the public during the
 current year.
 
 4. SHIFTING OF REGISTERED OFFICE:
 
 During the period under review, company''s registered office was change
 from Shop No. 11, Prathmesh Leela, Opp. Don Bosco School, New Link
 Road, Borivali (west),
 
 Mumbai – 400 092 to Shop No. 4, Prathmesh Leela, Opp. Don Bosco School,
 New Link Road, Borivali (west), Mumbai – 400 092 w.e.f. 2nd July, 2012.
 
 5. AUDITORS:
 
 M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai Auditors of
 the Company are holding the office till the conclusion of ensuing
 Annual General Meeting and have confirmed their availability for their
 re-appointment.
 
 6. SUBSIDIARIES:
 
 Since the Company has no subsidiaries, provision of Section 212 of the
 Companies Act, 1956 is not applicable.
 
 7. DIRECTORS:
 
 During the year Mr. Nitin Ashok Agrawal is retiring by rotation and
 being eligible offers himself for reappointment in pursuance of
 provisions of the Articles of Association of the Company.
 
 8. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby
 confirms,
 
 a) That in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 b) That the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable 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
 financial year and of the Profit or Loss of the Company for that
 period.
 
 c) That the Directors have taken proper and sufficient care for the
 maintenances of adequate accounting records in accordance with the
 provision of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 d) That the Directors have prepared the Annual accounts on a going
 concern basis.
 
 9. MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis of Financial Condition and Results
 of Operation of the Company for the year under review, as stipulated in
 Clause 49 of the Listing
 
 Agreement with the Stock Exchanges, is given as a separate statement in
 this Annual Report (Annexure 1)
 
 10. CORPORATE GOVERNANCE CODE:
 
 Corporate Governance along with the Certificate of the Auditors of your
 Company pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchange has been included in this report as Annexure. Your Company has
 been practicing the principle of good Corporate Governance over the
 years. The Board of Directors supports the board principles of
 Corporate Governance over the years. In addition to the basic governing
 issues, the board lays strong emphasis on transparency, accountability
 and integrity
 
 11. COMPLIANCE CERTIFICATE:
 
 Compliance Certificate as required under section 383A of the Companies
 Act, 1956 prepared and issued by K.S.V.N.S Kameswara Road & Associates,
 Company Secretaries is annexed in Annexure 2.
 
 12. PARTICULARS OF EMPLOYEES:
 
 There were no employees employed during the whole or part of the year
 who were in receipt of remuneration aggregating to Rs.2,00,000/- p.m.
 or Rs.24,00,000/- p.a. hence no particulars are given.
 
 13.  PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES
 (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,
 1988:
 
 A) Conservation of energy:
 
 The Operations of the Company are not energy-intensive, though adequate
 measures have been taken to conserve and reduce energy consumption by
 using energy-efficient hardware and other equipment in line with the
 our philosophy is that energy saved is energy produced.
 
 B) Technology absorption, research and development:
 
 In its endeavor to obtain and deliver the best, your Company
 successfully deployed a growing and diverse team of R & D specialist
 with expertise covering hardware, networking systems software, and
 database and application software.  This helped the Company leverage
 the latest technologies and deploy/absorb cutting-edge technologies
 wherever feasible, relevant and appropriate. No separate record of the
 expenditure incurred on R & D is maintained.
 
 C)    There are no Foreign Exchange earnings and outgoings during the year.
 
 14. APPRECIATION:
 
 The Directors take this opportunity to thank all the employees, Banks
 and Customers for their contribution to the Company''s performance
 during the year under review.
 
                           BY ORDER OF THE BOARD DHOOT INDUSTRIES LIMITED
 
                                                  Sd/-
                                          PADAMCHAND DHOOT
                                              (CHAIRMAN)
 DATE : 31st August, 2012.
 PLACE: MUMBAI