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Directors Report of Amco India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report on the performance of the Company for the Financial Year ended 31st March, 2015.

1. STATEMENT OF COMPANY'S AFFAIRS:

i. Financial Summary:

The performance of the Company for the financial year ended 31st March, 2015 is summarized below:

(Rupees in Lacs)

Particulars 2014-2015 2013-2014

Gross Income 5814.86 6157.27

Gross Profit after interest but before

depreciation & taxation & Exceptional items (55.74) (171.74)

Depreciation 168.03 105.72

Profit before Exceptional Items & Tax (112.29) (277.46)

Exceptional Item --- --

Net Profit before Taxation (112.29) (277.46)

Tax Expenses

Tax adjustments for earlier year 6.00 (0.00)

Provision for Taxation 0.00 43.11

Deferred Tax 15.34 12.60

Net Profit after Tax (90.94) (333.17)

ii. Performance Review:

The Financial Year 2014-15 although was less favorable for the Company due to recession in business, and the Company has witnessed the downfall in its gross income figure from Rs. 6157.27 lacs in the previous financial year to Rs. 5814.86 lacs during this financial year. In addition to this the Company has suffered the losses of Rs. 90.94 Lacs as compared to the loss of Rs. 333.17 Lacs during the previous year. Your Director's are hopeful of better performance in the near future.

iii. Transfer to Reserves:

As the Company had suffered losses in the financial year under review, the Company has not transferred any amount to Reserves and Surplus of the Company during the year under review and no amount is presently proposed to be carried to the reserves.

iv. Dividend:

Due to operating losses, Board has not recommended the dividend on the equity shares of the Company for the financial year ended 31st March, 2015.

v. Revision of Financial Statements or Board's report:

The Board of Directors of the Company has not revised the Financial Statements and Board's report of the financial year under review.

vi. Material changes and commitments subsequent to the Balance sheet:

The appointment of Mr. Ankit Aggarwal and Mr. Kanwal Kumar was ratified by the shareholders of the Company by the means of postal ballot dated 1st May, 2015 who were appointed as an additional Independent Non-Executive Directors of the Company by the Board w.e.f 25th March, 2015. Further, Mr. Dharam Pal Aggarwal an existing Independent director was appointed as an Independent Non-Executive Director w.e.f 25th March, 2015 in accordance with the provision of Companies Act, 2013 and his appointment was ratified by the shareholders through postal ballot dated 1st May, 2015.

vii. Key changes in the Nature of business:

There were not any key changes in the nature of the business during the year under review.

viii. Operations and Future Outlook during the year :

The Financial year 2014-15 witnessed the downfall in the business and the Amco's market share has fallen because of stiff competition in the market. It has been observed during the year that the entry of some large scale industries have spoiled the market by creating the abundance of supplies with no increase in actual demand of the product. However, the Company is now trying to change its market strategy and the improvements were seen during the year. The gross sales of the Company have increased and there has been reduction in the losses.

The Company is in the process of bringing in better technology & expanding its areas of operation and hopeful of good results in the near future.

2. DIRECTORS:

i. Meetings of the Board:

The Board met five (5) times during the Financial Year 2014-15, in respect of those meetings proper notices were given and the proceedings were properly recorded. The intervening gap between any two meetings was within the period prescribed under Companies Act, 2013 and Listing Agreement on Corporate Governance. For further details regarding number of meetings of the Board and its committees, please refer Corporate Governance Report, annexed to the Annual Report.

ii. Changes in Board of Directors:

a. Inductions:

Women Director: Ms. Vidhu Gupta was appointed as an Additional Director of the Company by the Board of Directors w.e.f 30th July, 2014 and her appointment was later ratified as Whole Time Director in the Annual General Meeting held on 24th September, 2014 for the Financial Year 2013-14. Independent Non Executive Directors: Mr. Ankit Aggarwal & Mr. Kanwal Kumar were appointed as additional directors in the capacity of the Independent Non Executive Director w.e.f 25th March, 2015 and their appointment was ratified by the shareholders in their meeting called through postal ballot on 1st May, 2015. Further, the appointment of Mr. Dharam Pal Aggarwal the existing director of the Company as an Independent Non Executive Director as per the provisions of the Companies Act, 2013 was ratified by shareholders on 1st May, 2015 by postal ballot.

b. Resignations:

During the year under review Mr. Rakesh Gupta and Mr. Neeraj Gupta, Non - Executive Independent Directors resigned from the directorship of the Company w.e.f 25th March, 2015 owing to some unavoidable reasons.

iii. Declaration by Independent Directors:

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement on Corporate Governance.

iv. Training of Independent Directors:

The Company has adopted a Training Policy for training of Independent Directors which inter-alia includes the various familiarisation programmes in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. Further, the same is also taken care during the various strategy meets of the Company and different presentations in the Board/Committee meetings on the statutory Laws. The details of such familiarization programmes/Training Policy have also been posted on the website of the Company at www.amcoindialimited.com.

v. Separate Meeting of Independent Directors:

The Independent Directors were fully kept informed of the Company's activities in all its spheres. During the year under review, a separate meeting of Independent Directors was held on 27th February, 2015 and the IDs reviewed the performance of:

i. Non - IDs, viz. Mr. Surender Kumar Gupta, Managing Director, Mr. Rajeev Gupta,

Whole - Time Director & Chief Financial Officer and Mrs. Vidhu Gupta, Woman Director, and

ii. The Board as a whole.

The Independent Directors also reviewed the performance of Chairman of the Company.

They also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that are necessary for the Board to effectively and reasonably perform their duties.

vi. Key Managerial Personnel (KMPs):

Mr. Rajeev Gupta, Whole - Time Director was assigned an additional charge of Chief Financial Officer of the Company, thus designated as Whole Time Key Managerial Personnel of the Company. Mr. Surender Kumar Gupta, Managing Director and Ms. Aayushi Gupta, Company Secretary were designated as 'Whole Time Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

vii. Performance Evaluation Criteria:

The Clause 49 of the Listing Agreement mandated that the Board shall monitor or review Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its performance and that of Committees and of the Directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall also be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the directors and the Board as the whole was conducted based on the criteria and framework adopted by the Board. The Board works with the Nomination & Remuneration committee to lay down the evaluation criteria for the performance of executive/non-executive/independent directors through a peer evaluation excluding the Director being evaluated through the Board efficiency survey.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, information flow, relationship with the stakeholders, Company's performance & Company strategies.

The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.

The areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out on the basis of the three key roles of the Independent Directors - governance, control & guidance. Some performance indicators bases upon which the independent directors were evaluated are:

i. Ability to contribute to corporate governance practices of the Company;

ii. Active participation in long term strategic planning;

iii. Commitment to the fulfillment of directors' obligations & fiduciary responsibility;

iv. Participation in Board and committee meetings.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

viii. Policy for Appointment of Directors & Remuneration:

The policy of the Company for the appointment of Directors in place of one resigning or retiring or for some new introduction to the Board of Directors of the Company and determining the remuneration can be viewed at the website of the Company at www.amcoindialimited.com. The policy relating to the appointment and remuneration of directors comes under the functional area of Nomination & Remuneration Committee of the Company. The policy is concerned with the identification, ascertainment of the integrity, qualification, expertise and experience, having regard to the skills of the candidate that is to be brought to the Board/Company.

ix. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

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

b) 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 end of the financial year and of the profit of the Company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a 'going concern' basis; and

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

3. BOARD COMMITTEES & RELATED INFORMATION:

a. AUDIT COMMITTEE:

Audit Committee Composition:

The existing scope of the Audit Committee was revised and Charter of Audit Committee was approved in line with the provisions of the Companies Act, 2013 and amended provisions of the Listing Agreement during the year.

The Audit Committee was re-constituted by the Board of Directors of the Company on 25th March, 2015 on account of change in Directorship of the Company. The present Committee as on the date of Corporate Governance Report is:

1. Sh. Neeraj Gupta, ceased to member & Chairman w.e.f 25.03.2015.

2. Sh. Dharam Pal Aggarwal, an existing member was appointed as the Chairman w.e.f 25.03.2015.

3. Mr. Kanwal Kumar was inducted as a member w.e.f 25.03.2015.

4. Sh. Rajeev Gupta continued to be the member of the Committee.

Recommendations of Audit Committee not accepted by the Board:

The recommendations made by the Audit committee during the year under review were accepted by the Board.

Vigil Mechanism (Whistle Blower Policy):

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the Chairperson of the Audit Committee in exceptional cases. We further affirm that no employee has been denied access of the Audit Committee during financial year 2014-15. The policy is placed on the website of the Company at www.amcoindialimited.com.

b. NOMINATION AND REMUNERATION COMMITTEE:

Nomination & Remuneration Committee Policy:

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of all shareholders and the Company.

The policy of the Nomination & Remuneration Committee is based on the following:

i. to follow the process of appointment of Director / KMPs when a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board / Company;

ii. to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position;

iii. to determine the level & composition of remuneration which is reasonable & sufficient to attract, retain & motivate directors to run the Company successfully;

iv. to ensure the relationship of remuneration with the performance;

v. to ensure that any person(s) who is/ are appointed or continues as KMP's or Independent directors shall comply with the conditions laid under the provisions of the Companies Act, 2013 & Listing Agreement;

vi. to specify time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee.

The detailed policy of the Nomination & Remuneration Committee is uploaded on the website of the Company at www.amcoindialimited.com.

c. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee basically considers the following:

i. to consider and resolve the grievances of the security holders of the Company, including complaints related to transfer of shares, non receipt of annual report, non receipt of declared dividends, etc.

ii. to set forth the policies relating to and to oversee the implementation of the Code of Conduct for Prevention of Insider Trading and to review the concerns received under the Code of Conduct.

The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company. The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure of Price Sensitive Information, as required under the Regulations.

4. CORPORATE GOVERNANCE:

Your Company is committed to bind itself with good Corporate Governance standards. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement with Stock Exchanges are duly complied with. A Corporate Governance Report, MDA Report together with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance had been made a part of the Annual Report. The Management Discussion and Analysis Report is annexed to the Board report as ANNEXURE I.

The Company has a proper mix of Executive and Non - Executive Directors on Board and a Women Director and Independent Directors appointed pursuant to the provisions of Companies Act, 2013 and Listing Agreement.

The Company has framed a Code of Conduct for all its Board Members and senior Management Personnel of the Company who have affirmed compliance thereto. The said code of conduct has been posted on the Company's website. The Declaration to this effect signed by the Chairman & Managing Director is made part of the Annual Report.

5. RISK MANAGEMENT POLICY:

The Company's Risk Management Policy with a robust supporting risk management framework facilitates identification and assessment of new risks and review of presently identified risks. The process is based on identified risks and the risk events or factors which require regular assessment and quick response. Based on the probability & impact of the risk, the requisite controls and action plans have been designed and implemented.

The Key Risk Indicators (KRIs) have been identified to measure the adequacy, effectiveness and efficiency of these, controls and action plans.

The objective of risk management in the Company is to act as an enabler in maintaining its knowledge edge, sustaining and expanding the business, being competitive and ensuring execution of projects within budgeted cost and time, resulting in improved turnover and profitability. The Risk Management Policy of the Company can be viewed at the website of the Company at www.amcoindialimited.com.

6. AUDITORS:

a. Stautory Auditors:

M/s V.V. Kale & Co. Chartered Accountants, Auditors of the company retire at the conclusion of forthcoming Annual General Meeting and, are being eligible for re - appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, it is proposed to ratify the appointment of M/s V.V. Kale & Co., as Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of next Annual General Meeting of the Company.

i. Board's explanation and Comments:

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations as the Auditor's Report given by auditors of the Company doesn't contain any qualification, reservation or adverse remarks.

ii. Certificate from the Auditor:

The Company has obtained the certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance and is annexed to the Director's Report as ANNEXURE II.

b. Cost Auditors:

In terms of Cost Audit Order No. 52/26/CAB-2010 dated 06th November 2012 issued by the Central Government through the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1B) read with section 233B of the Companies Act, 1956, M/s. Chandra Sharma & Co., Cost Accountants were appointed as the cost auditors of the Company for the year ending 31st March 2015.

However, as per Companies (Cost Records and Audit) Rules, 2014, issued by the Ministry of Corporate Affairs on 13th June, 2014 the provisions of Cost Audit and maintenance of Cost records are not applicable on the Company.

c. Internal Auditors:

In compliance with Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, Mr. Anil Maheshwari, Chartered Accountants has been appointed as Internal Auditors of the Company to conduct Internal Audit for the Financial Year 2014-15.

d. Secretarial Auditors:

In compliance with the provisions of the Section 204 of Companies Act, 2013, M/s. Anil Singh & Associates, Practising Company Secretaries has been appointed as Secretarial Auditors of the Company by the Board of Directors to conduct Secretarial Audit for the Financial Year 2014-15.

i. Secretarial Audit & Report thereupon:

The Secretarial Audit Report as required under Section 204 of the Companies Act, 2013 for the financial year 2014-15 is annexed to this Report as Annexure III.

ii. Board's explanation and Comments:

The Secretarial Audit report does not require any further comments or explanations as it does not contain any qualification, reservation or adverse remark.

7. MANAGERIAL REMUNERATION:

a. Remuneration to Directors:

The remuneration paid by the Company to its Managing Director & Whole Time Directors is as per the terms of their appointment. The details of the same are enumerated below. No sitting fee is paid by the Company to the Non-executive directors. Also, The Non-Executive directors are not holding any shares in the Company.

The details of remuneration paid to Managing Director/Whole Time Directors for the financial year ended 31st March, 2015. (in. Rs.)

Name Salary (Total) (P.a.) Service Contract Details

Rajeev Gupta 18,00,000/- Perquisites: Reimbursement of WTD & CFO Medical expenses by the Company, Leave Travel Concession & Club Membership to be paid by the Company. Other Benefits : free use of Company's Car for office & personal work alongwith the driver. Telephone at residence at Company's Cost. Reimbursement of entertainment expenses incurred for the Company's business.

Surender Kumar Gupta 24,00,000/- Perquisites: Reimbursement of CMD (Presently paid Medical expenses by the Rs. 12,00,0003 Company, Leave Travel Concession & Club Membership to be paid by the Company. Other Benefits : free use of Company's Car for office & personal work alongwith the driver. Telephone at residence at Company's Cost. Reimbursement of entertainment expenses incurred for the Company's business.

Vidhu Gupta 2,40,000/- WTD (Presently paid Zero sum)

* Mr. Surender Kumar Gupta, Chairman & Managing Director of the Company has foregone half of his salary i.e the sum of Rs. 12,00,000/- due to recurring losses in the Company.

* Ms. Vidhu Gupta, Whole Time Director has foregone her entire salary due to recurring losses in the Company.

b. The information required under Section 197 (12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of the remuneration of each Director to the median employee's remuneration is annexed to this report as ANNEXURE IV.

8. EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed to this report as ANNEXURE V.

9. JOINT VENTURES:

M/s. Amco India Limited has entered into a Memorandum of Understanding with M/s. Krish Infrastructures Private Limited for construction and development of Housing Projects in the Profit Sharing Ratio of 60:40 respectively between M/s. Krish Infrastructures Private Limited and M/s. Amco India Limited, currently the flats are under construction stage and the Company will not be able to fetch any profit before a year or so.

10. PARTICULARS OF EMPLOYEES:

As per the information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no disclosure is required to be made as no employee is receiving salary exceeding Rs. 5,00,000 per month or Rs. 60,00,000 per annum.

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

The disclosure under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to foregoing matters are as follows.

a. Conservation of Energy:

i. Steps Taken or Impact on Conservation of Energy:

In the past few years, the Company has tried to improve energy efficiency significantly by various measures. Steps taken to conserve energy include:

* At its plants, the Company has carried out various actions to optimize energy consumption and reduce losses.

* The periodical reviews conducted at plants have given a number of actionable ideas which are being implemented to conserve energy.

* Energy efficient motors are being installed in order to optimize use of power.

* In its plants and offices, the Company has replaced conventional light fixtures with energy efficient fixtures such as LED lights and tubes.

ii. Steps taken by the Company for utilizing alternate sources of Energy:

The Company is planning to take steps for utilizing alternate sources of energy including installation of solar light panel system for street lights and other such system at its Plants.

iii. Capital Investment on Energy Conservation Equipments:

During the year under review, the Company has made capital investment on energy conservation equipments. The equipment in which investment was made includes energy efficient motors and LED lights.

b. Technology Absorption:

i. Efforts made towards Technology Absorption:

The Company has neither entered into any technical collaboration with any foreign country nor imported any technology from any foreign country or organization.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

Not applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

The Company has not imported any technology during the previous three financial years.

iv. Expenditure incurred on Research and Development:

No Research & Development work has been carried out by the Company during the year under review and therefore is no expenditure on this head.

c. Foreign Exchange Earning & Outgo:

PARTICULARS 2014-15 2013-14

Foreign Exchange Earning 50.71 32.34

Foreign Exchange Outgo 1.30 4.44

12. PUBLIC DEPOSITS:

During the year under review, the Company has not invited/accepted any deposits from the public with in the meaning of Companies Act, 2013 and rules made there under.

13. LOANS, GUARANTEE & INVESTMENTS:

The details of loans & advances given by the Company during the financial year under review can be viewed in respective notes to the Balance Sheet.

14. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.amcoindialimited.com.

The details of the transactions with Related Parties are provided in the Form No. AOC 2 as annexed to this report as ANNEXURE VI.

16. INTERNAL CONTROLS SYSYTEMS:

The Company's internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use. The details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.

17. SHARE CAPITAL:

The Company has only one kind of shares i.e. Equity shares with same voting rights. The Authorised Share capital of the Company is Rs. 7,50,00,000/- divided into 75,00,000 shares of Rs. 10/-each. The Paid up share capital of the company is Rs. 4,11,00,000/- divided into 41,10,000 equity shares of Rs. 10/- each.

a. Sweat Equity shares:

The Company has not issued any sweat equity shares during the financial year under review.

b. Issue of further Share Capital:

The Company has not issued any further shares during the financial year under review.

c. Buy back of Shares:

During the year under review, the Company has not made any offer to buy back its shares.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

19. INDUSTRIAL RELATIONS:

The relation with the employees continues to be peaceful and cordial throughout the year. Your Board believes that trained and motivated people determine the future augmentation of the Company. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels.

20. ACKNOWLEDGEMENTS:

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors would like to acknowledge and place on record their sincere appreciation on the co-operation and assistance extended by the various Government Authorities, Company's Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also recognize and appreciate the dedication and hard work put in by the employees at all levels and their continued contribution to its progress.

By Order of the Board of Directors For AMCO INDIA LIMITED

SD/- SD/- S. K. GUPTA RAJEEV GUPTA Chairman & Managing Director WT Director cum CFO Date : 30-07-2015 DIN : 00026609 DIN : 00025410 C-53/54, Sector-57, C-53/54, Sector-57, Place : Noida, U.P. Noida, U.P.-201307 Noida, U.P.-201307


Mar 31, 2014

TO THE MEMBERS,

The Directors are pleased to present the 27th Annual Report on the performance of the Company for the financial year ended 31st March 2014 along with the Audited Accounts of the Company.

FINANCIAL RESULTS:

(Rupees in Lacs) Particulars 2013-2014 2012-2013

Gross Sales 6253.78 8148.08

Gross Profit after interest but before depreciation & taxation & Exceptional items (171.74) 229.17

Depreciation 105.72 191.12

Profit before Exceptional Items & Tax (277.46) 38.05

Exceptional Item - -

Net Profit before Taxation (277.46) 38.05

Tax Expenses

Provision for Taxation 43.11 (23.10)

Deferred Tax 12.60 8.06

Net Profit after Tax (333.17) 53.09



BUSINESS PERFORMANCE:

The Financial Year 2013-14 pose less favourable position to the Company as due to recession in business, the Company suffered a loss with sales turnover of Rs. 6253.78 Lacs as compared to Rs. 8148.08 Lacs in previous year. In addition to it profit after tax of the company has also been tumbled from Rs. 53.09 Lacs in F.Y. 2012-13 to Rs. (333.17) Lacs in the Current F.Y. 2013-14.

HEALTH, SAFETY AND ENVIRONMENT

Health, Safety and Environment are always the prime areas of concern for the company. Compliance with relevant regulation and effective management of these issues is an integral part of the company''s operating philosophy. All the plants have a well-equipped first aid room for catering the emergency needs of the company.

ALLIANCES FOR DIVERSIFICATION THROUGH JOINT VENTURE

As disclosed in last Annual Report that Amco India Limited has entered into a Memorandum of Understanding with M/s. Krish Infrastructures Private Limited for construction and development of Housing Projects in the Profit Sharing Ratio of 60:40 respectively between M/s. Krish Infrastructures Private Limited & Amco India Ltd., currently the flats are under construction stage and the Company will be able to fetch any profit not before than a year or so.

DIVIDEND

Due to operating losses, Board do not recommend dividend for the financial year ended 31st March, 2014.

MATERIAL CHANGES IN BOARD OF DIRECTORS

During the year under review, there are no changes in the Board of Directors of the Company. In matching requirements of Companies Act, 2013 certain changes have been made in Board composition and in meeting due compliance with the provisions of Section 203 read with Rule 8 of Chapter 13 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Rajeev Gupta, Whole-time Director of the Company has been assigned an additional charge of Chief Financial Officer (CFO) of the Company vide the resolution passed with majority in Board Meeting held on 30th Day of July, 2014.

In compliance of Second Proviso to Section 149(1) and Sections 160, 196, 197of Companies Act, 2013 read with Rule 3 of (Appointment and Qualification of Directors) Rules, 2014 Mrs. Vidhu Gupta has been appointed as Woman Director (Whole-Time Director) on the Board of the Company. Her appointment is effective from 01-08-2014 subject to approval of shareholders in general meeting.

CORPORATE GOVERNANCE

Your Company is committed to benchmarking itself with global standards for providing good Corporate Governance. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement with Stock Exchange are duly complied with. A Corporate Governance Report, a Management Discussion and Analysis Report, together with the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance had made a part of the Annual Report. Company has a proper mix of Executive and Non-Executive Directors on Board in pursuant to meet the requirements of Listing Agreement. Company has also obtained declarations from Independent Directors under Section 149(7) regarding their eligibility to be independent on Board.

The Company has framed a Code of Conduct for all its Board Members and senior Management Personnel of the Company who have affirmed compliance thereto. The said code of conduct has been posted on the Company''s website. The Declaration to this effect signed by the CMD is made part of the Annual Report.

VIGIL MECHANISM

In Juy, 2014 the Board adopted the Vigil Mechanism that adopts Global best practices. We have established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our code of conduct or ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the Chairperson of the Audit Committee in exceptional cases, We further affirm that no employee has been denied access of the Audit Committee during fiscal year 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Director ate: a) That in the preparation of annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed & that there are no material departures from the same during the F.Y. 2013-14; M

b) That the Directors have, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company during the F.Y. 2013-14;

c) That Proper and sufficient care has been taken 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 during the F.Y. 2013-14; and

d) That the annual accounts have been prepared on a going concern basis during the F.Y. 2013-14.

PARTICULARS OF EMPLOYEES

As per the information required U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, no disclosure is required to be made as no employee is receiving salary exceeding Rs. 5,00,000 p.m. or Rs. 60,00,000 yearly.

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

Disclosure under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters is given by way of Annexure to this report. The information in respect of Research & Development as well as Technology Absorption required to be disclosed in Form ''B'' are not applicable.

STATUTORY AUDITORS

M/s V.V. Kale & Co. Chartered Accountants, Auditors of the company retire at the conclusion of forthcoming Annual General Meeting and, being eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, it is proposed to appoint V. V. Kale & Co. as Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of Thirtieth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

COST AUDITORS

In terms of Cost Audit Order No. 52/26/CAB-2010 dated 06th November 2012 issued by the Central Government through the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1B) read with section 233B of the Companies Act, 1956, M/s. Chandra Sharma & Co. (Registration No. 000358), Cost Accountants were appointed as the cost auditors of the Company for the year ending 31st March 2014. Further the Compliance Report in respect of the financial year 2012-13 was filed by the Cost Accountant in the XBRL mode within the due date.

Although the appointment of M/s. Chandra Sharma & Co. as Cost Auditors of the Company for the Financial Year 2014-15 was made in Board Meeting held on 30.05.2014. As per Final (Cost Records and Audit) Rules, 2014 Cost Audit is not applicable on the Company.

INTERNAL AUDITORS

In compliance with Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, Mr. Anil Maheshwari, Chartered Accountants has been appointed as Internal Auditors of the Company in the Board Meeting held on 30.07.2014 to conduct Internal Audit for the Financial Year 2014-15.

SECRETARIAL AUDITORS

In compliance with Section 204 of Companies Act, 2013 M/s. Bindal Anubhav & Associates, Practising Company Secretaries has been appointed as Secretarial Auditors of the Company in the Board Meeting held on 30.07.0214 to conduct Secretarial Audit for the Financial Year 2014-15.

NOTES ON ACCOUNTS

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review, the Company has not invited/accepted any deposits from the public with in the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

INDUSTRIAL RELATIONS

Relation with the employees continue to be peaceful and cordial throughout the year. Your Board believe that trained and motivated people determine the future augmentation of the Company. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels.

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors would like to acknowledge and place on record their sincere appreciation on the co-operation and assistance extended by the various Government Authorities, Company''s Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also recognize and appreciate the dedication and hard work put in by the employees at all levels and their continued contribution to its progress.

For and on behalf of the Board of Directors

SD/- PLACE: NEW DELHI (SURENDER KUMAR GUPTA) DATE : 30.07.2014 Chairman


Mar 31, 2013

TO THE MEMBERS,

The Directors are pleased to present the 26th Annual Report on the performance of the Company for the financial year ended 31st March 2013 along with the Audited Accounts of the Company.

FINANCIAL RESULTS:

(Rupees in Lacs)

Particulars 2012-2013 2011-2012

Gross Sales 8148.08 15327.66

Gross Profit after interest but before

depreciation & taxation & Exceptional items 1265.61 2305.32

Depreciation 191.12 197.98

Profit before Exceptional Items & Tax 38.05 144.04

Exceptional Item -- --

Net Profit before Taxation 38.05 144.04

Tax Expenses

Provision for Taxation (23.10) 60.00

Deferred Tax 8.06 (20.27)

Net Profit after Tax 53.09 104.31

BUSINESS PERFORMANCE:

The Financial Year 2012-13 turned out to be a difficult year as your Company recorded a sales turnover of Rs. 8148.08 Lacs as compared to Rs. 15327.66 Lacs in previous year. In addition to its profit after tax of the company has also been tumbled from Rs. 104.31 Lacs in F.Y. 2011-12 to Rs. 53.09 Lacs in the Current F.Y. 2012-13

HEALTH, SAFETY AND ENVIRONMENT

Health, Safety and Environment are always the prime areas of concern for the company. Compliance with relevant regulation and effective management of these issues is an integral part of the company''s operating philosophy. All the plants have a well-equipped first aid room for catering the emergency needs of the company.

ALLIANCES FOR DIVERSIFICATION THROUGH JOINT VENTURE

As you being aware that the plant located at Bhiwadi was not functioning properly and it was no longer profitable to carry on the business there, so it has to be shut down. In lieu of the same and for sake of diversification in allied sectors, Company showed its interest and sold 60% of total land to M/s. Krish Infrastructures Private Limited and 40% still remains with Amco India Limited. On the total land Amco India Limited has entered into a Memorandum of Understanding with M/s. Krish Infrastructures Private Limited vide Board Resolution dated 31st January, 2013 for construction and development of housing projects in the profit sharing ratio of 60:40 respectively between M/s. Krish Infrastructures Private Limited & Amco India Ltd.

DIVIDEND

Due to operating losses, Board do not recommend dividend for the financial year ended 31st March, 2013.

MATERIAL CHANGES IN BOARD OF DIRECTORS

During the year under review, following are the changes in the Board of Directors of the Company:

- Mr. Suresh Chandra Goyal, Executive Director, has resigned from the Board of Directors of the Company with effect from 15th Day of January, 2013.

- Mr. Anil Bhargava and Mr. Surender Raj Pahwa, Executive Directors of the Company have tendered their resignation from Board of Directors of the Company and the same was accepted by the board with effect from 1st Day of June, 2013.

- Mr. Subhash Bansal and Mr. Devinder Kumar Gupta, Independent Non-Executive Directors of the Company have resigned the Board of Directors of the Company with effect from 1st Day of June, 2013.

Your Directors place on record their deep appreciation and wish to thank them for their immense and fruitful contribution during their tenure as Director on Board.

- Ms. Aayushi Gupta has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 3rd Day of May, 2013 due to resignation of Ms. Kamna Anand, Former Company Secretary.

In accordance with the provisions of the Companies Act, 1956 and as per Clause 86 of Company''s Article of Association, Sh. Neeraj Gupta is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re- appointment.

The particulars of the Director proposed to be re-appointed are given in the Corporate Governance Section of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to benchmarking itself with global standards for providing good Corporate Governance. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement with Stock Exchange are duly complied with. A Corporate Governance Report, a Management Discussion and Analysis Report, together with the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance had made a part of the Annual Report.

The Company has framed a Code of Conduct for all its Board Members and senior Management Personnel of the Company who have affirmed compliance thereto. The said code of conduct has been posted on the Company''s website. The Declaration to this effect signed by the CMD is made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

a) That in the preparation of annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and that there are no material departures from the same during the F.Y. 2012- 13;

b) That the Directors have, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company during the F.Y. 2012-13;

c) That Proper and sufficient care has been taken 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 during the F.Y. 2012-13; and

d) That the annual accounts have been prepared on a going concern basis during the F.Y. 2012-13.

PARTICULARS OF EMPLOYEES

As per the information required U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, no disclosure is required to be made as no employee is receiving salary exceeding Rs. 5,00,000 p.m. or Rs. 60,00,000 yearly.

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

Disclosure under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters is given by way of Annexure to this report. The information in respect of Research & Development as well as Technology Absorption required to be disclosed in Form ''B'' are not applicable.

AUDITORS

M/s V.V. Kale & Co. Chartered Accountants, Auditors of the company retire at the conclusion of forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. They have furnished a certificate that their re-appointment if made, will be in accordance with the provisions of sub section (1B) of section 224 of the Companies Act, 1956.

COST AUDITORS

In terms of Cost Audit Order No. 52/26/CAB-2010 dated 30th June 2011 issued by Central Government through the Cost Audit Branch of the Ministry of Corporate Affairs and pursuant to the provisions of section 224(1B) read with section 233B of the Companies Act, 1956, M/s. Chandra Sharma & Co. (Registration No. 000358), Cost Accountants were appointed as the cost auditors of the Company for the year ending 31st March 2013.

Further the Compliance Report in respect of the financial year 2011-12 was filed by the Cost Accountant in the XBRL mode within the due date.

NOTES ON ACCOUNTS

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review, the Company has not invited/accepted any deposits from the public within the meaning of Section 58a of the Companies Act, 1956 and rules made there under.

INDUSTRIAL RELATIONS

Relation with the employees continue to be peaceful and cordial throughout the year. Your B o a rd believe that trained and motivated people determine the future augmentation of the Company. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels.

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors would like to acknowledge and place on record their sincere appreciation on the co-operation and assistance extended by the various Government Authorities, Company''s Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also recognize and appreciate the dedication and hard work put in by the employees at all levels and their continued contribution to its progress.

For and on behalf of the Board of Directors

SD/-

PLACE: NEW DELHI (SURENDER KUMAR GUPTA)

DATE : 30.07.2013 CMD


Mar 31, 2012

TO THE MEMBERS,

The Directors are pleased to present the 25" Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

(Rupees in Lacs)

Particulars 2011-2012 2010-2011

Gross Sales 15327.66 13084.96

Gross Profit after interest but before

depreciation & taxation & Exceptional items 2317.24 300.03

Depreciation 197.98 194.66

Profit before Exceptional Items & Tax 143.75 105.37

Exceptional Item 0.28 37.16

Net Profit before Taxation 144.04 142.53

Tax Expenses

Income Tax 4.72

Provision for Taxation 60.00 39.07

Deferred Tax (20.27) 21.24

Net Profit after Tax 104.31 77.50

OPERATIONS:

During the year, the net sales of the company has increased from Rs. 11992.09 Lacs In F.Y. 2010-11, to Rs. 13955.00 in the Current Financial year 2011-12. In addition to it profit before tax of the company has increased from Rs. 142.53 In F.Y. 2010-11 to 144.04 in the current F.Y. and Profit after Tax has also increased from Rs. 77.50 Lacs in previous year to Rs. 104.31 in current financial year showing a increase of 34.59% in profits.

HEALTH. SAFETY AND ENVIRONMENT _ Health, Safety and Environment are always the prime areas of concern for the company. Compliance with relevant regulation and effective management of these issues is an integral part of the company''s operating philosophy. All the plants have a well-equipped first aid room for catering the emergency needs of the company. INVESTMENT AND EXPANSION IN FIXED ASSETS No new investment has been made by the Company during the last year.

DIVIDEND

Board do not recommend dividend for the year ended on 31 - March, 2012 because company needs more funds to meet its working capital and long term requirements to increase production and sales. DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Company''s Article of Association, Shri Dharam Pal Aggarwal and Shri Davinder Kumar Gupta who retire by rotation and are eligible for re-appointment.

The particulars of the directors proposed to be re-appointed are given in the Corporate Governance Section of this Annual Report.

CORPORATE GOVERNANCE

As required by the clause 49 of the Listing Agreement with Stock Exchange, a Corporate Governance Report, a Management Discussion and Analysis Report, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance and made a part of the Annual Report.

The Company has framed a Code of Conduct for all its Board Members and senior Management Personnel of the Company who have affirmed compliance thereto. The said code of conduct has been posted on the Company''s website. The Declaration to this effect signed by the CMD is made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT/DISCLOSURE OF ACCOUNTING TREATMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures during the F.Y. 2011 -12;

b) That the Directors have, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made Judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company during the F.Y. 2011 -12;

c) That the Directors have taken proper and sufficient care for 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 during the F.Y. 2011-12; and

d) That the annual accounts have been prepared on a going concern basis during the F.Y. 2011 -12.

PARTICULARS OF EMPLOYEES

The information as required U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended. No disclosure is required to be made as no employees is receiving salary exceeding Rs. 5,00,000 p.m. or60,00,000 yearly. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO Disclosure under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters is given by way of Annexure to this report. The information in respect of Research & Development as well as Technology Absorption required to be disclosed in Form'' B'' are not applicable AUDITORS

M/s V.V. Kale & Co. Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate that their re-appointment if made, will be in accordance with the provisions of sub section (1B) of section 224 of the Companies Act 1956.

The Board of Directors recommends their re-appointment as Statutory auditors of the compnay for F.Y. 2012-13.

NOTES ON ACCOUNTS

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations under section 217(3) of the Companies Act, 1956. PUBUC DEPOSITS

The Company has not invited/accepted any deposits from the public with in the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

INDUSTRIAL RELATIONS

Relation with the employees remained cordial throughout the year. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation on the co-operation and assistance extended by the various Government Authorities, Company''s Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also acknowledge the dedication and hard work put in by the employees at all levels.

For and on behalf of the Board of Directors

SD/-

PLACE: NEW DELHI (SURENDER KUMAR GUPTA)

DATE : 31.07.2012 CMD


Mar 31, 2011

THE MEMBERS,

The Directors are pleased to present the 24rth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS:

(Rupees in Lacs)

Particulars 2010-2011 2009-2010

Gross Sales 13084.96 11606.59

Gross Profit after interest but before 300.03 646.41 depreciation and taxation and Exceptional items

Depreciation 194.66 172.74

Profit before Exceptional Items & Tax 105.37 473.67

Exceptional Item 37.16 (6.31)

Net Profit before Taxation 142.53 467.36

Tax Expenses

Income Tax (Incl. FBT) 4.72 1.85

Provision for Taxation 39.07 100.00

Deferred Tax 21.24 58.09

Net Profit After Tax 77.50 307.42

OPERATIONS:

Due to Competition in Market, Company could not increase price of finished goods in continuation of Increase in Raw Material therefore it has resulted in slowing down the profit of the Company. During the year, the turnover of the company has increased from Rs 10760.59 in F.Y. 2009-2010 to Rs. 11929.28 in the Current Financial year 2010-11. But the profit before tax of the company has slowed down form Rs. 467.36 in F.Y. 2009-10 to 142.54 in the current F.Y. and Profit after Tax has also decreased from Rs.307.42 Lacs in previous year to Rs. 77.50 in current financial year showing a decrease of 74.79 % in profits.

HEALTH, SAFETY AND ENVIRONMENT

Health, Safety and Environment are always the prime areas of concern for the company. Compliance with relevant regulation and effective management of these issues is an integral part of the company's operating philosophy. All the plants have a well-equipped first aid room for catering the emergency needs of the company.

INVESTMENT AND EXPANSION IN FIXED ASSETS

No New Investment has been made by the Company during the last year.

DIVIDEND

Because of slowing down of profit by 74% as compared to last year, Board do not recommend dividend for the year ended on 31st March, 2011.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Article of Association, Sh. Subhash Bansal and Shri Rakesh Gupta retire by rotation and are eligible for re- appointment.

The particulars of the directors proposed to be re-appointed are given in the Corporate Governance Section of this Annual Report.

CORPORATE GOVERNANCE

As required by the clause 49 of the Listing Agreement with Stock Exchange, a Corporate Governance Report, a Management Discussion and Analysis Report, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance are made a part of the Annual Report

The Company has framed a Code of Conduct for all its Board Members and senior Management Personnel of the Company who have affirmed compliance thereto. The said code of conduct has been posted on the Company's website. The Declaration to this effect signed by the CEO is made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT/ DISCLOSURE OF ACCOUNTING TREATMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures during the F.Y. 2010-11;

b) That the Directors have, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company during the F.Y. 2010-11;

c) That the Directors have taken proper and sufficient care for 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 during the F.Y. 2010-11; and

d) That the annual accounts have been prepared on a going concern basis during the F.Y. 2010- 11.

PARTICULARS OF EMPLOYEES

The information as required U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are not applicable.

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

Disclosure under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to foregoing matters is given by way of Annexure to this report. The information in respect of Research & Development as well as Technology Absorption required to be disclosed in Form 'B' are not applicable

AUDITORS

M/s V.V. Kale & Co. Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate that their re-appointment if made, will be in accordance with the provisions of sub section (1B) of section 224 of the Companies Act 1956.

NOTES ON ACCOUNTS

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposits from the public with in the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

INDUSTRIAL RELATIONS

Relation with the employees remained cordial throughout the year. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation on the co-operation and assistance extended by the various Government Authorities, Company's Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also acknowledge the dedication and hard work put in by the employees at all levels.

For and on behalf of the Board of Directors

SD/- PLACE : NEW DELHI (SURENDER KUMAR GUPTA) DATE : 30.07.2011 CMD


Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL PESUUS;

(Rupees in Lacs)

Particulars 2009-2010 2008-2009

Gross Sales 11606.59 10253.36

Gross Profit after interest but

before depreciation & taxation 640.10 266.09

Depreciation 172.74 156.58

Net Profit before taxation 467.36 109.51

Provision for Taxation 101.85 21.65

Provision for Deferred Tax 58.09 4.36

Net Profit for the year 307.42 83.50

Balance brought from last year 1524.00 1440.50

Net Profit available for appropriation 1831.42 1524.00

OPERATIONS:

Due to the fiscal and monetary measures taken by our Government during 2008-09 the overall economic climate improved during the year and this has resulted improvement in the economy and industrial Growth.

During the year, the turnover of the company has increased from Rs. 9230.35 Lacs in FY. 2008-09, to 10760.59 in the Current Financial year 2009-10. In conjunction the PBT (Profit before Tax) of the company has also increased from Rs. 109.51 Lacs in previous FY. to to Rs. 467.36 Lacs In the current FY. and PAT (Profit after Tax) has also increased from Rs. 83.50 Lacs in FY. 2008-09 to 307.42 Lacs in FY. 2009-10.

HEALTH. SAFETY AND ENVIRONMENT Health, Safety and Environment are always the prime areas of concern for the company. Compliance with relevant regulation and effective management of these issues is an integral part of the companys operating philosophy. All the plants have a well-equipped first aid room for catering the emergency needs of the company.

INVESTMENT AND EXPANSION IN FIXED ASSETS

As the demand and supplygap of PVC is growing day by day, your Board has decided to istall a new Calander for manufacturing of PVC sheets.

For this, company has purchased a four roll Calendar for manufacturing of PVC sheets to enhance the existing capacity from 5000 ton per annum to 10000 tonper annum. Total cost of this calendar will be approx. Rs. 4 crores. This new investment will increase our sales volume by 40 crores.

DIVIDEND

Because of the huge investment as mentioned above, by the company in Fixed Assets, Board do not recommend dividend for the year ended on 31 * March, 2010.

DIRECTORS

In accordance with provisions of the Companies Act, 1956 and the Companys Article of Association, Shri Devinder Kumar Gupta and Shri NeeraJ Gupta retire by rotation and are eligible for reappointment.

The particulars of the directors proposed to be re-appointed are given in the Corporate Governance Section of this Annual Report.

CORPORATEGOVERNANCE

As required by the clause 49 of the Listing Agreement with Stock Exchange, a Corporate Governance Report, a Management Discussion and Analysis Report, and the Certificate of the Auditors of the Company regarding compliance of conditions of Corporate Governance and made a part of the Annual Report. The Company has framed a Code of Conduct for all its Board Members and senior Management Personnel of the Company who have affirmed compliance thereto. The said code of conduct has been posted on the Companys website. The Declaration to this effect signed by the CEO is made part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures during the FY. 2009-10;

b) That the Directors have, In consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company during the FY. 2009-10;

c) That the Directors have taken proper and sufficient care for 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 during the FY.2009-10;and

d) That the annual accounts have been prepared on a going concern basis during the FY. 2009-10.

PARTICULARS OF EMPLOYEES

The information as required U/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are not applicable.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Disclosure under Section 217(1 Xe) of the Companies Act, 1956 read with Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 relating to foregoing matters Is given by way of Annexure to this report. The information in respect of Research & Development as well as Technology Absorption required to be disclosed in Form B are not applicable

AUDITORS

M/s V.V. Kale & Co. Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate that their re-appointment If made, will be in accordance with the provisions of sub section (1B) of section 224 of the Companies Act 1956.

NOTES ON. ACCOUNTS

The Notes on Accounts read with the Auditors Report are self explanatory and therefore do not require any further comments or explanations under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not invited/accepted any deposits from the public with in the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

INDUSTRIAL RELATIONS

Relation with the employees remained cordial throughout the year. Your Board places on record appreciation for the efforts and enthusiasm shown by employees at all levels.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation on the co-operation and assistance extended by the various Government Authorities, Companys Bankers etc. The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and valued customers. The Directors also acknowledge the dedication and hard work put in by the employees at all levels.

For and on behalf of the Board of Directors

SD/-

PLACE: NEW DELHI (SURENDER KUMAR GUPTA) DATE : 31.07.2010 CMD


Mar 31, 2000

The directors are pleased to present the 13th Annual Report of the Company together with the audited accounts for the year ended as on 31 st March, 2000.

FINANCIAL RESULTS & PERFORMANCE OF THE COMPANY:

(Rupees in lacs)

1999-2000 1998-99

Sales 5048.10 4132.23

Other Income 12.35 7.09

Total Income 5060.45 4140.07

Total Expenditure 4733.51 3874.06

Interest 135.74 158.80 Gross Profit after interest but

Before depreciation and taxation 191.20 107.21

Depreciation 81.81 75.86

Net Profit (Loss) Before Taxation 109.39 31.35

Provision forTaxation& paid 12.00 3.34

Net Profit/(Loss) for the year 97.39 28.01

Balance brought from last year 250.41 222.40

Net Profit available for Appropriation 347.80 250.41

RESULTS OF OPERATIONS:

Your directors are pleased to inform that Global markets are improving day by day & the recession phase of economy looks to be over. The turnover of your Com- pany has improved from Rs. 4132.23 lacs in the year 1998-99 to Rs. 5048.10 in the year 1999-2000, a net in- crease of 22.16%. Your company has also earned a Net Profit before taxation of Rs.109.39 lacs as compared to Rs. 31.35 lacs in last year, a net increase of 248.93%.

DEMATLISATION OF SHARES:

Your directors are pleased to inform that SEBI has issued the guidelines that the trading in securities will be under cumpulsory demat form. The shares of your Company are also going for dematelisation from January 1, 2001. So the trading in the shares will be under demat from January 1, 2001 onwards.

REGISTERAR AND SHARETRANSFER AGENT:

Your Company has appointed M/s. Beetal Computers Pvt. Ltd. as Companys Registrar & Share Transfer Agent. So it is advised that all the future correspondence regarding share transfer or any other quary should be made to them.

DIVIDEND:

In view of inadequacy of profit your directors do not recommend any dividend for year under review.

DIRECTORS:

In accordance with the requirement of the Companies Act, 1956 and Articles of Associations of the Company Shri S. R. Pahwa and Shri S. C. Goyal, Directors of the Company shall retire by rotation and are eligible for re-appointment.

AUDITORS:

The Notes on accounts reffered to in the Auditors Report are self explanatory and therefore do not require any further comments under section 217(3) of the Companies Act, 1956.

The auditors, M/s D.C. Jain & Associates, Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate that their re-appointment, if made, will be in accordence with the provisions of sub-section (IB) of Section 224 of the Companies Act, 1956. PUBLIC DEPOSITS:

The Company had not accepted any Deposits from the Public and therefore not required to furnish information in respect of Acceptance of Deposit Rules, 1975.

PARTICULARS OF EMPLOYEES:

Information in accordence with subsection 2A of Section 217 of the Companies act, 1956 read with the Companies (particulars of Employees) Rules, 1975 is NIL because none of the employee was drawing Rs. 3,00,000/- PA. or more during the period under review.

CONSERVATION OF ENERGY,TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Report of Board of Directors)Rules, 1988 relating to the foregoing mat- ters is given by way of an Annexure to this report. ACKNOWLEDGMENTS:

Your Directors place on record their appreciation of the co-operation and assistance extended by the various Government Authorities, IDBI.PICUP, Companys Bank- ers etc, The Directors convey their sincere thanks for the continued support given to the company by the esteemed shareholders and all our valued customers. The Directors also acknowledge the dedication and hard work put in by the employees at all levels.

For and on behalf of the board of Directors

New Delhi (SURENDER KUMAR GUPTA)

29th July ,2000 Chairman-cum-Managing Director