1. The above results as reviewed by the Audit Committee, have been taken on record at the meeting of the Board of Directors held on June 25, 2009.

2. The scheme of amalgamation of Guviso Holdings Pvt. Ltd. (GHPL), the Holding Company with the Company was approved by the Honourable High Court of judicature at Bombay on May 02, 2009. The said order has been filed by the Company with the Registrar of Companies on May 21, 2009 and the Scheme has been effective from that date. The scheme as sanctioned by the Court has accordingly been given effect to in the accounts from the appointed date of July 15, 2008. The Company´s shares held by GHPL have been cancelled and new shares in lieu thereof have been allotted to the shareholders of GHPL as per the exchange ratio stipulated in the Scheme on May 28, 2009.

3. In view of inadequacy of profits, the remuneration to the Wholetime directors is in excess of the limits specified under section 309 of the Companies Act 1956. The excess remuneration is subject to the approval from Central Government and the Shareholders.

4. Directors have recommended a dividend of Re.0.40 per equity share of Re.1 each and a dividend of Rs.3.56 per preference share of Rs.100 each, subject to approval of the shareholders.

5. The company is mainly engaged in Consumer Durables business, which as per Accounting Standard (AS-17) “Segment Reporting” is considered the only reportable segment. There is no separately identifiable geographical segment.

6. Previous years figures have been rearranged / regrouped wherever necessary.

7. Equity Share Capital Suspense is 749.

G L Mirchandani
Chairman & Managing Director