The Directors have pleasure in presenting their Twenty Eighth Annual
 Report together with the Audited Statement of Accounts for the year
 ended 31st March 2012 
 
 FINANCIAL RESULTS:
 
 Particulars                                 2011-2012     2010-2011
                                             Rs.In''000     Rs.in''000
 
 Total Revenue                               188388.16      64498.28
 
 Total Expenditure                           190112.76      61965.44
 
 EBITDA                                       (1724.60)      2532.84
 
 Less: Depreciation and amortization           3574.71       1272.75
 
 Finance cost                                  2358.28        684.18
 
 Profit / (Loss) before Tax                   (7657.60)       575.91
 
 Less: Tax expenses                             716.29        400.82
 
 Profit / (Loss) after tax                    (8373.88)       175.09
 
 REVIEW OF BUSINESS OPERATIONS:
 
 Distribution of G''Five Mobile phones was discontinued as Kingtech
 Electronics (India) Private Limited terminated the agreement. MCL is in
 the process of closing down the business of G''Five Mobile phones.
 
 FUTURE PROSPECTS:
 
 The Company would look for some other distribution opportunities and
 continue to focus on its own brand Munoth which is in to application
 based phones.
 
 DIVIDEND:
 
 On account of the losses sustained by the company, your Directors
 regret their inability to declare any dividend.
 
 CORPORATE GOVERNANCE:
 
 A report on Corporate Governance along with the Auditor''s Certificate
 regarding compliance of the conditions of Corporate Governance and also
 a Management Discussion and Analysis Report pursuant to Clause 49 of
 the Listing Agreement are annexed hereto.
 
 DIRECTORS:
 
 In terms of provisions of the Articles of Association, Mr. Lalchand
 Munoth and Mr. M Jayantilal Jain retires by rotation at the forthcoming
 Annual General Meeting and both being eligible offers themselves for
 re-appointment.
 
 The present term of office of Mr. Jaswant Munoth as Managing Director
 approved by the shareholders will be ending on 30/11/2012 and his
 reappointment as Managing Director for another term of five years is
 placed before members for approval.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 As required under Section 217 (2AA) which was introduced by the
 Companies (Amendment) Act, 2000 your Director''s confirm that:-
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards have been followed, along with proper explanation relating to
 material departures.
 
 ii) The Directors had 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 close of the financial year ended 31st March 2012
 and of the Profit/Loss of the company for the year ended 31st March
 2012.
 
 iii) The Directors had taken proper and sufficient care for the
 maintenance of adequate 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 and other
 irregularities.
 
 iv) The Directors have prepared the annual accounts on a going concern
 basis.
 
 AUDIT COMMITTEE:
 
 The Audit committee constituted by the Board of Directors consists of
 three Independent Directors Viz.
 
 1.  Mr. Manish Mardia Chairman
 
 2.  Mr.M Jayantilal Jain Member
 
 3.  Mrs. Ranjani Padmanabhan Member
 
 The constitution of the Audit Committee also meets the requirements of
 Sec.292A of the Companies Act 1956 as introduced by the Companies
 (Amendment) Act 2000. The terms of reference specified by the Board to
 the Audit Committee are as per clause 49 of the Listing Agreement.
 
 REMUNERATION COMMITTEE:
 
 The remuneration committee has been constituted for performing inter
 alia the role/various functions as set out under clause 49 of the
 listing agreement with the Stock Exchanges and also in pursuance to the
 amendments made to Schedule XIII to the Companies Act, 1956.
 
 DEPOSITORY SYSTEM:
 
 As per SEBI''s Directive, Equity Shares of your company is now
 compulsorily traded in dematerialised form. In this connection your
 company has signed an agreement with NSDL & CDSL for dematerialisation
 of its equity shares. As of date Equity Shares representing about
 85.87% of the Shares Capital have been dematerialised. The company has
 appointed M/s. Cameo Corporate Services Limited as Registrars for the
 purpose of electronic connectivity for effecting dematerialisation of
 shares.  
 
 FIXED DEPOSITS
 
 The Company has not accepted any public deposits and, as such, no
 amount on account of principal or interest on public deposits was
 outstanding as on the date of balance sheet.
 
 STOCK EXCHANGES
 
 The Company''s shares are listed on Madras Stock Exchange, Bombay Stock
 Exchange and Ahmedabad Stock Exchange. The Listing fees to all Stock
 Exchanges have been paid up to date.
 
 STATUTORY INFORMATION: PARTICULARS:
 
 There are no persons, employed in the company either during the year or
 part of the year who were in receipt of remuneration exceeding the sums
 prescribed under the provision of Sec.217 (2A) of the Companies Act,
 1956.
 
 DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY,
 TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The Company being in the trading business, requirement regarding the
 disclosure of particulars relating to conservation of energy and
 technology absorption prescribed by the rules are not applicable.
 
 AUDITORS:
 
 M/s.Kumbhat & Co., Chartered Accountants, the Auditors of the Company,
 retires at the close of the ensuing Annual General Meeting and are
 eligible for re-appointment.
 
 PERSONNEL:
 
 Employee relations have been very cordial during the year under review.
 
 ACKNOWLEDGEMENT:
 
 Your Directors express their deep gratitude for the assistance,
 co-operation and support extended to your company by the Bankers and
 other valued clients. The Board gratefully express their thanks to you
 all for the trust you have reposed in the Company and look forward to
 your continued support.  Your Directors take this opportunity to place
 on record their warm appreciation of the valuable contribution,
 unstinted efforts and the spirit of dedication by the employees and
 officers at all levels in the progress of the company.
 
                             For and on behalf of the Board of Directors
 
 Place : Chennai                                         LALCHAND MUNOTH
 
 Date : 26/05/2012                                              CHAIRMAN