WARDEN CONSTRUCTION AND FINANCE LIMITED

ANNUAL REPORT 2007-2008

DIRECTOR'S REPORT

The Members,
Warden Construction & Finance Ltd.
Mumbai.

Dear Members,

We  have great pleasure in submitting the Annual Report together  with  the 
Audited Statement of Accounts of the Company for the year ended 31st March, 
2008.

FINANCIAL RESULTS :	                    CURRENT YEAR    PREVIOUS YEAR

Loss for the year	                    Rs. 43,889/-     Rs. 27,716/-
Add: Loss b/f from P.Y.	                    Rs. 70,343/-    Rs.1,96,627/-
Balance carried to B/s.	                   Rs.1,14,232/-    Rs.2,20,343/-

PARTICULARS OF EMPLOYEES:

There  was  no employee in respect of whom information is  required  to  be 
disclosed  as per Section 217(2A) of the Companies Act, 1956 read with  the 
Companies (Particulars of Employees) Rules, 1975 as amended.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 
read  with Companies (Disclosure of Particulars in the report of the  Board 
of Directors) Rules, 1988 is not applicable.

DIRECTORATE:

Pursuant  to Section 255 of the Companies Act, 1956 Mr.  Lalit Agarwal  and 
Mr.  Manish  Agarwal, Directors of the Company, retire by rotation  at  the 
ensuing Annual General Meeting and being eligible offer themselves for  re-
appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors hereby state that:

1)  in preparation of annual accounts, the applicable accounting  standards 
had  been  followed  along with proper  explanation  relating  to  material 
departures.

2)  the  Directors had selected such accounting policies and  applied  them 
consistently  and  made judgements 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 Profit or Loss of  the 
Company for that year.

3)  proper  and  sufficient  care has been taken  for  the  maintenance  of 
adequate  accounting records in accordance with the provisions of  the  Act 
for safeguarding the assets of the Company and for preventing and detecting 
fraud and other irregularities.

4) the annual accounts are prepared on a going concern basis.

BUYBACK OF SHARES:

There has been no buyback of Shares of the Company for the year ended  31st 
March, 2008.

AUDITORS:

M/S.  RAJU  SHAH  PATEL & KOTADIA  ASSOCIATES,  Chartered  Accountant,  the 
present Auditors of the Company, retire and being eligible offer themselves 
for re-appointment.

	                           FOR AND ON BEHALF OF THE BOARD,
                                   WARDEN CONSTRUCTION & FINANCE LIMITED

PLACE: MUMBAI                      DIRECTOR
DATED: 8th September, 2008.