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Directors Report of Ashok Alco-Chem Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 23rd Annual Report together with the Audited Financial Statements of your Company for the year ended March 31,2015.

The following figures summaries the financial performance of your Company during the year under review:

FiNANCiAL RESULTS (Rs. in Lacs)

Particulars March 31,2015 March 31,2014

Turnover (Net of Excise & Sales Tax) and Other Income 35504.42 22260.33

Profit (Loss) before Interest, Depreciation and Tax 2350.29 929.51

Less: Interest 69.52 52.30

Depreciation 84.01 110.47

Deferred Tax Surplus/ (Provision) 20.30 (8.88)

Current Tax 780.00 248.00

MAT Entitlement Credit (54.75) -

Prior Period Adjustments - 45.76

Net Profit / (Loss) for the year 1451.21 481.86

RESULTS OF OPERATIONS ANDTHE STATE OF COMPANY'S AFFAIRS

The rise in the profits is due to huge demand for bauxite in the overseas market for the trading division and improved efficiency of the manufacturing vertical. Moreover in addition the chemical division also performed substantially better vis-a-vis compared to previous year 2013-14. The fall in the crude prices didn't deter the profitability of you r Company.

Your Company has been very successful and consistent during the financial year 2014-15. Your Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies around product placement in niche market overseas as well in the domestic sector. The capital expenditure was Rs 151 lacs mainly on account of ongoing expansion projects in the chemical division. Your Company has set up its own R&D centre and has successfully tested new products to be launched in the near future. Your Company has been consistent in the manufacturing segment wherein the capacity utilization also increased by 36% mainly on account of huge expenditure on automization and recovery processes. Your Company in order to improve the efficiency has envisaged in the installation of a new Boiler with a higher capacity to cater to existing as well as new products. The Capex cost is Rs 250 lacs which has been arranged through internal accruals.

No material changes and commitments have occurred after the close of the financial year till the date of this report which affects the financial position of your Company.

DIVIDEND

Considering the performance of your Company during the year under review, your Directors are pleased to recommend a dividend of Re. 1/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended March 31, 2015. If the proposed dividend is approved by the Members at the ensuing Annual General Meeting, the total dividend payout will be Rs. 46,00,343/-. The tax on dividend payout borne by the Company will be Rs. 9,36,519/-.

TRANSFER TO GENERAL RESERVES

Your Company proposes to transfer Rs. 5,00,00,000/- to the general reserves of the Company.

SHARE CAPITAL

Pursuant to special resolution passed by the shareholders through Postal Ballot on February 17, 2014 [in compliance with Companies (passing of the Resolution by Postal Ballot) Rules, 2011], the Board of Directors of the Company at its Meeting held on March 26, 2014, had, inter alia, allotted 4,50,000 convertible Warrants of face value of Rs 30/- to Aura Alkalies and Chemicals Private Limited, a Promoter Group Company, on a preferential basis. The said issue and allotment was made pursuant to Section 81 (1A) of the Companies Act, 1956 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.

During the year under review, Aura Alkalies and Chemicals Private Limited expressed its willingness to convert warrants into equity shares and submitted Warrant Exercise Application Form along with the balance 75% consideration. Accordingly, the Board of Directors of the Company at its Meeting held on March 25, 2015 approved the conversion of 4,50,000 Warrants into Equity Shares and allotted 4,50,000 Equity Shares of Rs 10/- each at a premium of Rs 20/- each.

The balance consideration received from Aura Alkalies and Chemicals Private Limited had been utilized for the purpose for which they have been raised i.e. for augment of working capital or enhancement of Net Worth of the Company or enhancement of Company's ability to raise institutional finance in future.

Accordingly, during the year under review, the Issued, Subscribed and Paid-Up Equity Share Capital of the Company has increased from Rs. 415,03,430/- divided into 41,50,343 Equity Shares of Rs. 10/- each to Rs. 460,03,430/- divided into 46,00,343 Equity Shares of Rs. 10/- each.

However, the Authorized Share Capital of the Company remain unchanged at Rs.7,00,00,000/- divided into 50,00,000 Equity Shares of Rs 10/- each and 20,00,000 11% Preference Shares of Rs 10/- each.

Holding Company

Consequent to conversion of warrants into Equity Shares, Aura Alkalies and Chemicals Private Limited becomes Holding Company of your Company and its shareholding stands increased to 54.75% at the end of the year.

Subsidiary / Associate Company

Your Company does not have any subsidiary and/or associate company and hence, the details relating thereto is not applicable.

CHANGE IN PROMOTERS

During the year under review, Mr. Sunil Shah and M/s HK Dealers Private Limited had purchased shares of your Company and consequently fall under the "Promoter and Promoter Group" of the Company. The present promoters of your Company are:

Sr. Name No. of Shares % to total paid held up capital No.

1. Aura Alkalies and Chemicals Private Limited 2518632 54.75

2. Mr. Sunil Shah 1000 0.02

3. HK Dealers Private Limited 1000 0.02

Total Promoters' holding 2520632 54.79

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, Mr. Manoj Ganatra and Dr. Umesh Kulkarni were appointed as an Independent Directors at the Annual General Meeting of the Company held on September 26, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The said Independent Directors are not liable to retire by rotation. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Sridhar Chari retires by rotation and being eligible has offered himself for re-appointment.

During the year under review, in compliance with the provisions of second proviso to section 149(1) of the Companies Act, 2013 and the Listing Agreement, the Board of Directors had at its Meeting held on March 30, 2015 appointed Ms. Neeta Shah as an Additional Director of the Company w.e.f. April 1,2015 who ceases to hold office at the ensuing annual general meeting. Your Directors propose appointment of Ms. Neeta Shah as Director of the Company.

During the year under review, pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the Company designated Mr. Sridhar Chari, Whole Time Director and Mr. V. Shashidharan, AGM -Finance & Accounts, as Key Managerial Personnel (KMP) and appointed Ms. Seema Gangawat as Company Secretary, Key Managerial Personnel, w.e.f. April 1,2014.

Subsequent to the year under review, Mr. V. Shashidharan was appointed as Chief Financial Officer of the Company w.e.f. July 30, 2015.

NUMBER OF MEETINGS OFTHE BOARD:

During the year under review, six meetings of the Board of Directors were held as detailed below:

Date(s) on which meeting(s) were held

May 29, 2014 February 10, 2015

August 13, 2014 March 25, 2015

November 12, 2014 March 30, 2015

PERFORMANCE EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules made there under and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the performance of each independent director for the financial year 2014-15.

The evaluation framework for assessing the performance of Directors, inter alia, comprises of the following key areas:

i. Expertise;

ii. Objectivity and Independence

iii. Guidance and support in context of the Company's operations;

iv. Understanding of the Company's business;

v. Understanding and commitment to duties and responsibilities;

vi. Willingness to devote the time needed for effective contribution to Company;

vii. Participation in discussions in effective and constructive manner at the Meetings;

viii. Responsiveness in approach;

ix. Ability to encourage and motivate the Management for continued performance and success.

In a separate meeting of the Independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as per "Annexure A".

The Company is not required to provide statement containing particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as no employee covered under the said Rule 5(2), during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

a. in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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 as at March 31,2015 and the profit of the Company for the year ended on that date;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

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

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.

Financial Performance

Financial performance achieved by your Company during the year under review, are shown above under the head

"FINANCIAL RESULTS".

Internal Control Systems and Adequacy

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Material Developments in Human Resource / Industrial Relation front, including number of people employed

a. The number of employees for the year under review was 80.

b. There were no material developments as regards human resources / industrial relations front during the period under review.

Credit Rating

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agency ICRA. Your Company has been assigned first time long-term rating of BBB- and short-term rating of A3. The outlook assigned on the long-term rating is stable.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s R.A. Kuvadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the twenty second Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the twenty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Your Directors propose ratification of appointment of M/s R. A. Kuvadia & Co., Chartered Accountants, as statutory auditor for the year ended March 31,2016.

The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 M/s N. Ritesh & Co., Cost Accountants, having Registration No. 100675, were appointed as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to "Chemicals" for the FinancialYear ended March 31,2015.

The Board of Directors at its Meeting held on July 30, 2015 has, on the recommendation of the Audit Committee, appointed M/s V. J. Talati & Co., Cost Accountants, having Firm Registration No. R00213, as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to "Chemicals" for the Financial Year 2015-16 on a remuneration of Rs. 50,000/- plus applicable taxes and out-of-pocket expenses payable at actual. The said remuneration is subject to the ratification by the Members of the Company in terms of Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The payment of remuneration to M/s V. J. Talati & Co., approved by the Board is accordingly placed for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for financial year 2014-15, has been appended as "Annexure B" to this Report.

The Secretarial Auditors contained following qualification, reservation or adverse remarks:

(i) Pursuant to the provisions of Section 149 of the Act, Company has not appointed woman director till March 31,2015, whereas the Board of Directors of the Company had passed the resolution at its Meeting held on March 30, 2015 for appointment of Woman director effective from April 1,2015.

(ii) Pursuant to the provisions of Clause 31 of the Listing Agreement, six copies of the Statutory and Directors' Annual Reports along with 'Form A', Balance Sheets and Profit and Loss Accounts for the financial year ended March 31,2014 was submitted with a delay of one day to the Stock Exchange.

Board's Explanation / Comments on above remarks

With regards to point no (i) mentioned above, the directors state that the Board of Directors of the Company at its Meeting held on March 30, 2015 had considered appointment of Ms. Neeta Shah as an Additional Director (Category- Non-Executive Director) on the Board of the Company. However, due to her pre occupancy, she was appointed as director w.e.f. April 1,2015. The Company had promptly intimated the Stock Exchange regarding appointment of Ms. Neeta Shah after the conclusion of aforementioned board meeting.

With regards to point no (ii) mentioned above, the directors state that due to non-availability of the signatory on Form A, which is required to submit along with six copies of the Statutory Report, Directors Report and Balance Sheet and Profit and Loss Accounts for the financial year ended March 31,2014, there was a delay of one day in submission of Annual Reports for the FY 2013-14 with Stock Exchange. The Company has paid the penalty for delayed submission.

The Board of the Directors at their Meeting held on July 30, 2015 has appointed M/s. Jay Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2015- 16.

BOARD COMMITTEES

Detailed composition of mandatory Board Committees viz Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns about unethical behavior. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement with Stock Exchange.

LOANS AND INVESTMENT

During the year under review, the Company has not given any loans, made any investment and provided any guarantee and securities except investment made in liquid funds which were redeemed before March 31,2015.

TRANSACTIONS WITH RELATED PARTY

The Company has not entered into any transactions with related party; hence information on transactions with related parties to be provided in Form AOC-2, pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per the requirements of the Companies Act, 2013, the Company had duly constituted Corporate Social Responsibility Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year under review are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For further details of CSR Committee, please refer Corporate Governance Report.

RISK MANAGEMENT POLICY

Risks can be internal and external and are inherent in all administrative and business activities. Formal and systematic risks have evolved and they are now regarded as good management practice also called Risk Management. During the year, your Directors have been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework, overseeing all the risks that the organization faces and also identify and assess adequacy of risk management infrastructure. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together govern and conducts the business of the Company and manages associated risks. The Company has introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wise Risk Management, Internal Control and Internal Audit methodologies and processes.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure D" to this Report.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Bombay Stock Exchange Limited, your Company has complied with the requirements of Corporate Governance and Report thereon forms part of this Report as "Annexure- E".

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rule made thereunder.

During the year under review, the Company did not receive any complaint.

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

I n terms of Rule 8 (3) of the Companies (Accounts) Rules, 2014, the required details are as below:

Conservation of energy

(i) The steps taken or impact on conservation of energy

Energy Conservation dictates how efficiently a Company can conduct its operations. Your Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. Your Company has undertaken various energy efficient practices and has strengthened your company's commitment towards becoming an environment friendly organization. Your Company conducts periodic energy audits to improve energy performance and benchmark.

(ii) The steps taken by the Company for utilising alternate sources of energy

Major energy conservation initiatives taken for steam saving which has helped us to reduce the Coal consumption that has reduced emission of CO2 in atmosphere, which helps in global warming. Harmonic Audit is done at the plant to identify the losses in the plant and rectify the same, the power factor is maintained as per the rules and we receive subsidy for the same.

(iii) The capital investment on energy conservation equipment

Your Company has revamped the process for energy conservations by stoppage of wastage of live steam and installation of Proper System for removal of water from the steam. All the damage insulation has been replaced to control the heat loss.

Your Company has invested almost Rs. 70 Lacs for the conservation of energy during the financial year. Technology absorption

The Company's integrated new research and technology unit helps create superior value by harnessing internal research and development skills and competencies and by innovating in emerging technology domains related to various business.

The Company's focuses on new product, process modification to support existing business and create breakthrough technologies for new business, support to capital projects, and profit and reliability improvements in manufacturing plant.

Foreign exchange earnings and outgo

Total Foreign Exchange earned and used.

(Amount in Rs.)

Current Year Previous Year

i. Foreign Exchange used 32,74,63,444 10,19,97,990

ii. Foreign Exchange earned 202,57,84,410 108,38,38,286

ACKNOWLEDGMENT

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of your Company.

For and on behalf of the Board

Sridhar Chari Manoj Ganatra Whole Time Director Director

Place: Mumbai Date: July 30, 2015


Mar 31, 2014

The Members,

Ashok Alco-Chem Limited

Mumbai.

The Directors present their 22nd Annual Report together with the Audited Statement of Accounts of your Company for the year ended March 31, 2014.

The following figures summaries the financial performance of your Company during the year under review:

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars March March 31, 2014 31, 2013

Turnover (Net of Excise & Sales Tax) and Other Income 22260.33 23754.11

Profit (Loss) before Interest, Depreciation and Tax 934.37 1145.38

Less: Finance Cost 57.16 75.61

Depreciation 110.47 116.89

Deferred Tax Surplus/ (Provision) (8.88) 342.13

Current Tax 248.00 51.04

Add: MAT Entitlement Credit - (51.04)

Prior Period Adjustments 45.76 -

Net Profit / (Loss) for the year 481.86 610.75

Balance in Statement of Profit & Loss (738.53) (1349.29)

Balance Carried Forward (256.66) (738.53)

2. DIVIDEND:

Considering the carry forward loss, your Board of Directors do not recommend payment of dividend to the Shareholders for the year under review.

3. OPERATION IN BUSINESS PERFORMANCE:

Your Company during the reviewed year showed moderate performance by registering Total Income of Rs. 22,260.33 lacs (Net of Excise and Sales Tax) as against of Rs. 23,754.11 lacs of previous year. Your Company also earned Net Profit of Rs. 481.86 lacs as against Net Profit of Rs. 610.75 lacs in the previous year.

Your Company during the year faced as adverse and unfavorable conditions with regards to its Chemical Division. Inspite of non availability of Working Capital facilities and dumping of imported raw materials at cheaper price, increase in cost of other inputs suppressed the margins the Chemical Division has generated Gross Income of Rs. 8,163.02 lacs against Rs. 7,918.66 lacs of previous year, increase of 3% at the Top line.

In the trading segment as a result of restrictions being eased, your Company has performed well in the bauxite and bleaching earth segment. These products having high revenue earning capacity increased the margins for the trading segment. Your Company has made efforts to focus on niche markets to generate high margins rather than volume based sales in its Trading Segment; as a result, while the volumes have not grown, profits have been stable at Rs. 1,072.84 lacs.

The overall profit for the year under review is of Rs. 481.86 lacs, as against profit of Rs. 610.75 lacs, of the previous year.

With effective penetration of market and undertaking of systematic and planned approach, your Company hopes to bring improved results in coming years on a consolidate level. Your Company endeavors to optimize its capacity utilization in Chemical Division by investing in process modification and better efficacy. In order to avail better discounts in procurement of raw materials, your Directors envisage perusing availment of working capital facilities for resource optimization.

4. PREFERENTIAL ALLOTMENT & CAPITAL:

Pursuant to special resolution passed by the shareholders through Postal Ballot on February 17, 2014 [in compliance with Companies (passing of the Resolution by Postal Ballot) Rules, 2011 ], the Board of Directors had, during the year under review, in its Meeting held on March 26, 2014, issued and allotted 3,75,000 Equity Share of Rs. 10/- each at a premium of Rs. 20/- each and 4,50,000 warrants of face value of Rs 30/- each, fully convertible into equity shares, to Aura Alkalies and Chemicals Private Limited, a Promoter Group Company, on a preferential basis. The said issue and allotment was made pursuant to Section 81 (1A) of the Companies Act, 1956 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.

Each such warrant is convertible at the option of the holder of the warrants into one equity share of face value of Rs. 10/- each and at a premium of Rs. 20/- per equity share in one or more tranches but not later than 18 months from the date of their allotment i.e. on or before September 25, 2015.

Further, the Company had received Rs. 1,46,25,000 towards allotment of 3,75,000 Equity Shares and 4,50,000 Warrants (received 25% of total consideration) and the same were utilized for the purpose for which they have been raised i.e. for augment of working capital or enhancement of Net Worth of the Company or enhancement of Company''s ability to raise institutional finance in future.

Accordingly, during the year under review, the Issued, Subscribed and Paid-Up Equity Share Capital of your Company has increased from Rs. 377,53,430/- divided into 37,75,343 Equity Shares of Rs. 10/- each to Rs. 415,03,430/- divided into 41,50,343 Equity Shares of Rs. 10/- each.

However, the Authorized Share Capital of your Company remain unchanged at Rs. 5,00,00,000 divided into 50,00,000 Equity Shares of Rs. 10/- each and Rs. 2,00,00,000 divided into 20,00,000 11% Cumulative Redeemable Preference Shares of Rs. 10/- each.

Consequent to aforesaid allotment of Equity Shares, the Promoter''s stake has been increased from 44.86% to 49.84% in the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Financial Statements of your Company for the year ended March 31, 2014, the Board of Directors reports-

a. that in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. that 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

c. that the Directors have 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;

d. that the Directors have prepared the annual accounts on a going concern basis.

7. BOARD OF DIRECTORS:

During the year under review, Mr. Rajendra Shah and Mr. Sanjay Bhatia resigned from the Board of the Company w.e.f. April 5, 2013 and January 1, 2014 respectively.

Pursuant to the provisions of the new Companies Act, 2013, Mr. Manoj Ganatra and Dr. Umesh Kulkarni, Independent Directors of the Company, whose present term of office is liable to retire by rotation, be re-appointed as Independent Directors, not liable to retire by rotation and shall hold office for a term of 5 consecutive years from the conclusion of the ensuing Annual General Meeting.

Your Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013 and under the said Clause 49.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Shah, Director, is liable to retire by rotation and being eligible, offers himself for re-appointment.

8. AUDIT COMMITTEE:

As required in terms of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited, the duly constituted Audit Committee performed its duties as required in terms thereof.

9. STATUTORY DISCLOSURES:

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure- A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

10. COMPLIANCE CERTIFICATE:

In terms of Section 383 A of the Companies Act, 1956, the Company has received Compliance Certificate from Practicing Company Secretaries which is annexed to this Report as

Annexure - B.

11. CORPORATE GOVERNANCE:

As per the Listing Agreement with the Bombay Stock Exchange Limited, your Company has complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure- C.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per the requirements of the Companies Act, 2013, the Company has duly constituted Corporate Social Responsibility Committee; refer Corporate Governance Report for details.

13. HEALTH SAFETY AND ENVIRONMENT:

Your Company''s commitment to excellence in Health and Safety is embedded in your Company''s core values. Your Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. Your Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

14. AUDITORS:

M/s. R. A. Kuvadia & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office untill the conclusion of the forthcoming Annual General Meeting of the Company. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules framed thereunder, it is proposed to re-appoint them as Statutory Auditors from the conclusion of this Annual General Meeting till the conclusion of twenty fifth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. M/s. R. A. Kuvadia & Co. have, under section 139 (1) and other applicable provisions of the said Act and Rules framed thereunder, furnished a certificate of their eligibility and consent of re-appointment.

15. AUDITORS'' OBSERVATIONS:

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

16. COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and pursuant to the approval of Central Government received by the Company, M/s N. Ritesh & Co. having registration no. 100675, were appointed as the Cost Auditors of the Company for auditing the cost accounting records maintained by the Company relating to "Chemicals" for the financial year 2013-14. The Cost Audit for the year ended March 31, 2013 was completed within specified time and report was duly filed within the prescribed time limit with ROC.

The Board of Directors at its Meeting held on May 29, 2014 has, on the recommendation of the Audit Committee, appointed M/s N. Ritesh & Co., Cost Accountants to conduct the audit of Cost accounting records maintained by the Company relating to "Chemicals" for the Financial Year 2014-15 on a remuneration of Rs. 40,000/- plus applicable taxes and out-of-pocket expenses payable at actual. The said remuneration is subject to the ratification by the Members of the Company in terms of Section 148 of the Companies Act 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. The payment of remuneration to M/s. N. Ritesh & Co., approved by the Board, is accordingly placed for ratification.

17. FIXED DEPOSITS:

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of The Companies Act, 1956 and the rules made there under.

18. INSURANCE:

The properties and insurable assets of your Company including buildings, plant and machinery and inventories are adequately insured.

19. EMPLOYEES:

Cordial atmosphere of understanding prevailed at all levels of employees of your Company.

20. ACKNOWLEDGMENT:

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of your Company.

For and on behalf of the Board

Place: Mumbai Sridhar Chari Sunil Shah Date: August 13, 2014 Whole Time Director Director


Mar 31, 2013

The Members of Ashok Alco-Chem Limited Mumbai.

The Directors submit their 21st Annual Report together with the Statement of Account for the year ended on March 31, 2013.

The following figures summaries the financial performance of your Company during the year under review:

1. Financial Results:

(Rs. in Lacs)

Particulars March March 31, 2013 31, 2012

Turnover (Net of Excise & Sales Tax) and Other Income 23754 32162

Profit (Loss) before Interest, Depreciation and Tax 1146 658

Less: Finance Cost 76 104

Depreciation 117 99

Deferred Tax Surplus/ (Provision) (342) (109)

Current Tax 51 -

Add: MAT Entitlement Credit 51 -

Prior Period Adjustments - 2

Net Profit / (Loss) for the year 611 348

Balance in Statement of Profit & Loss (1349) (1697)

Balance Carried Forward (738) (1349)

2. Dividend:

In view of carry forward loss, your Directors do not recommend payment of dividend to the Shareholders for the year under review.

3. Operation in Retrospect:

During the Year under review, your Company showed moderate performance by registering Total Income of Rs. 23,754 lacs (Net of Excise and Sales Tax) as against of Rs. 32,162 lacs of previous year. Your Company also earned Net Profit of Rs. 611 lacs as against Net Profit of Rs 348 lacs in the previous year. In spite of the odds faced by Chemical division, such as adverse and unfavorable conditions due to dumping of imported products at cheaper price, increase in cost of other inputs, non availability of Working Capital facilities, etc. suppressing available margins, the Chemical Division has generated Gross Income of Rs. 7,919 lacs against Rs. 8,439 lacs of previous year.

In respect of the Global Trading Division, your Company has made efforts to concentrate on margin rich markets rather than volume based sales; as a result, while the volumes have not grown, profits have increased to Rs. 1,080 lacs in respect of Trading Division. The overall profit for the year under review is of Rs. 611 lacs, as against profit of Rs. 348 lacs of the previous year. Your Company has been as in past continuing to put thrust upon increasing productivity with utilization of its optimum capacity in Chemical Division and promotion of its Trading Division. With effective penetration of market and undertaking of systematic and planned approach, your Company hopes to bring improved results in coming years.

4. Registered Office:

During the year under review, your Company''s registered office shifted from 404, Sharda Chambers, Sir Vithaldas Thackersey Marg, 33, New Marine Lines, Mumbai - 400 020 to Room No. 104, Venkatesh Chambers, 1st Floor, Ghanshyam Talwatkar Marg, Fort, Mumbai - 400 001 w.e.f. November 27, 2012.

5. Management Discussion And Analysis:

(a) Industry Structure and Development:

Although, the overall growth rates of the global and the Indian Economy were relatively muted last year, your Company succeeded in sustaining its market share and increasing its profits. The Chemical & Metal industries are expected to be fairly resilient in the near term. In this scenario, your Company expects to sustain its volumes on one hand and focus in enhancing its margins thereon.

(b) Outlook:

The Industrial Chemical Industry in India is expected to register a moderate growth in the near future. Raw material cost volatility on account fluctuating exchange rates, below par industrial growth are some of the key challenges that the industry would need to overcome this year. Your Company expect to achieve a flexible sourcing and distribution network to garner higher market share and margins.

The Trading Division which is largely export oriented is expect to continue its strategy of seeking higher margins with moderate volume growth. The global metal industry to which your Company''s Trading Division caters to has been experiencing a mild growth rates over the last few quarters in terms of capacity addition but the existing demand there from is expected to be fairly resilient.

(c) Segment-wise Performance:

Your Company''s Chemicals Division has shown sustained capacity utlisation throughout the year despite challenging market conditions.

Although the revenues for the Trading Division in FY 2012-13 were lower than the previous financial year, the profits before interest and tax in the Trading Division grew in excess of 150%. Your Company''s overall profit after tax for FY 2012-13 was Rs. 611 lacs against Rs. 348 lacs in FY 2011 -12.

(d) Opportunities, Threats, Risks and Concerns:

The uncertainties faced by the Indian economy through movements in crude prices in international market as well as changes in government policies as to molasses and alcohol, towards allocation of the same for portable and automobile sector and export of molasses and alcohol, represent threats and risks to be reckoned in the Industry. Your Company being a part of the Industry is affected by these threats, risks and uncertainties as to Chemical division. Trading is highly exposed to various risks: Price risk, Credit risk, Exchange risk and Freight rates. Your Company tries to minimize the impact of these risks by entering into suitable hedging / forward contracts and effective risk management tools.

(e) Financial Performance:

Financial Performance achieved by your Company during the year under review, are shown in the Directors'' Report to the Shareholders.

(f) Internal Control Systems and Adequacy:

The Internal Control Systems are continuously being updated and strengthened, realizing the need for the same. The overall activities / transactions were closely monitored with proper checks and controls.

(g) Human Relations:

There have been cordial relations in your Company during the period. Your Company wishes to thank the workers, its union and leaders for their tremandous support.

(h) Cautionary Statement:

Statements in the Management Discussion and Analysis describing your Company''s objectives, projections, estimates, expectation may be ''forward - looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company''s operations include availability of adequate Working Capital, economic conditions affecting demand / supply, price conditions in the domestic, overseas markets, and volatility in foreign exchange in which your Company operates changes in Government regulations, tax laws and other statutes.

6. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Financial Statements of your Company for the year ended March 31, 2013, the Board of Directors reports-

a. that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b. that 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

c. that the Directors have 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; and

d. that the Directors have prepared the annual accounts on a going concern basis.

7. Board of Directors:

In accordance with the provisions of Section 256 of the Companies Act, 1956, Mr. Manoj Ganatra, Director, is liable to retire by rotation and being eligible, offers himself for re-appointment. During the year under review, following changes took place:

Sr. Name of the Remark No. Director

1. Mr. Sanjay Bhatia Appointed as an Additional Director on August 9, 2012 and got appointed as a Director of the Company in the Annual General Meeting held on September 6, 2012.

2. Dr. Anil M. Kadakia, Resigned w.e.f. November 26, Chairman & Managing 2012. Director

3. Mr. Vandravan P. Shah Passed away on February 6, 2013.

4. Mr. Sunil Shah Appointed as an Additional Director w.e.f. February 8, 2013.

5. Mr. Sridhar Chari Appointed as an Additional Director and Whole Time Director w.e.f. March 25, 2013.

Subsequent to the year under review, Mr. Rajendra Shah, Director, resigned from the Company w.e.f. April 5, 2013.

8. Audit Committee:

As required in terms of Clause 49 of the Listing Agreement entered into with the Bom bay Stock Exchange Limited, the Audit Committee duly constituted by Independent Directors, performed its duties as required in terms thereof.

9. Remarks made by Auditors in their Report:

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

10. Statutory Disclosures:

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure - A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

11. Compliance Certificate:

In terms of Section 383 A of the Companies Act, 1956, the Company has received Compliance Certificate from Practicing Company Secretaries which is annexed to this Report as Annexure - B.

12. Corporate Governance:

As per the Listing Agreement with the Bombay Stock Exchange Limited, your Company has complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure - C.

13. Report on Corporate Social Responsibility:

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at your Company encourages all its employees and other participants to ensure a positive impact and its commitment towards Corporate Social Responsibility.

Your Company respects human rights, values its employees, and invests in technologies and solutions for economic growth. Your Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

14. Health Safety and Environment:

Your Company''s commitment to excellence in Health and Safety is embedded in Your Company''s core values. Your Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. Your Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

15. Auditors:

M/s R. A. Kuvadia & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment.

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of Central Government, the Company has appointed M/s N. Ritesh & Co. as the cost auditor(s) of the Company to conduct the audit of cost accounting records maintained by the Company relating to "Chemicals" for the financial year 2013-14.

16. Fixed Deposits:

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of The Companies Act, 1956 and the rules made there under.

17. Insurance:

The properties and insurable assets of your Company including buildings, plant and machinery and inventories are adequately insured.

18. Employees:

Cordial atmosphere of understanding prevailed at all levels of employees of your Company.

19. Acknowledgment:

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of your Company.

For and on behalf of the Board

Place: Mumbai Sridhar Chari Sanjay Bhatia

Date : August 8, 2013 Whole Time Director Director


Mar 31, 2012

To The Members, Ashok Alco-Chem Limited Mumbai.

The Directors submit their 20th Annual Report together with the Statement of Account for the year ended on 31st March, 2012.

The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results :

(Rs. In Lacs)

Particulars 31st March, 31st March, 2012 2011

Turnover (net of excise & sales tax)

and Other Income 31883 28692 Profit (Loss) before Interest,

Depreciation and Tax 658 293

Less: Finance Cost 104 98

Depreciation 99 99

Deferred Tax Surplus/ (Provision) (109) 80

Add: Prior period adjustment 2 2 Net Profit / (Loss) for the year 348 174

Balance in Profit & Loss Account (1697) (1871)

Balance Carried Forward (1349) (1697)

2. Dividend :

In view of carry forward loss, your Directors do not recommend payment of dividend to the Shareholders for the year under review.

3. Operation in Retrospect:

During the Year under review, the Company showed significant improvement in performance by registering increased Total Income of Rs. 31883 lacs ( net of excise and sales tax ) as against of Rs. 28692 lacs of previous year. The Company also earned Net Profit of Rs. 328 lacs as against Net Profit of Rs 174 lacs in the previous year.

The Chemical Division has generated increased Gross Income of Rs. 8439 lacs against Rs. 2994 lacs of previous year.

In respect of Global trading, the company has made efforts to increase its margins. As a result, while the sale has not grown, profits have increased to Rs. 382 lacs in respect of trading division.

The overall profit for the year under review is of Rs. 348 lacs, as against profit of Rs. 174 lacs, of the previous year.

In spite of the odds faced by Chemical division, such as adverse and unfavorable conditions due to dumping of imported products at cheaper price, increase in cost of other inputs, non availability of Working Capital facilities, etc. suppressing available margins, the division has registered a growth of Rs 5445 lacs in turnover and a reduction in loss to Rs 55 lacs. This was possible because of continuous and conscious efforts to exploit its increased installed capacity and generate higher Turnover and reduce its fixed and overhead cost with increase in volume of production, correspondingly.

The Company has been as in past continuing to put thrust upon increasing productivity with utilization of its Optimum capacity in Chemical Division and promotion of its Trading divisions. With effective penetration of market and undertaking of systematic and planned approach, the Company hopes to bring improved results in coming years.

4. Management Discussion And Analysis:

(a) Industry Structure and Development :

The overall growth of the Indian Economy and higher industrial growth augur well for the future. The industrial climate is also positive for an enhanced role in the global economy. In this scenario, market for the Company's products has improved substantially and this development is expected to continue in the future.

(b) Outlook :

Organic Chemical Industry in India continues to face competition within itself from petro-route vis-a-vis the alcohol route. Again the pricing of petro-route had direct relation with the movements in crude prices internationally whereas the pricing of alcohol route had effects of government policies of using alcohol in automobile fuel, portable uses.

Trading Division continues to see volatility in commodity prices and a reduced demand globally. The availability of natural resources is also proving to be a constraint for growth. The Company seeks to improve operating margin by better sourcing.

(c) Segment-wise Performance :

The Company's Chemicals division has shown significant working improvement during the last quarter of the year 2011- 12 due to enhanced manufacturing capacity of Ethyl Acetate. The trading division posted better operating margins and higher profitability. The volatility in foreign exchange however is getting difficult to manage. But the Company has maintained its profitability by better fore and freight management.

(d) Opportunities, Threats, Risks and Concerns:

The uncertainties faced by the Indian economy through movements in crude prices in international market as well as changes in government policies as to molasses and alcohol, towards allocation of the same for portable and automobile sector and export of molasses and alcohol, represent threats and risks to be reckoned in the Industry. The Company being a part of the Industry is affected by these threats, risks and uncertainties as to Chemical division.

Trading is highly exposed to various risks: Price risk, Credit risk, Exchange risk and Freight rates. The Company tries to minimize the impact of these risks by entering into suitable hedging / forward contracts, and effective risk management tools.

(e) Financial Performance:

Financial Performance achieved by the Company during the year under review, are shown in the Directors' Report to the Shareholders.

(f) Internal Control Systems and Adequacy:

The Internal Control Systems are continuously being updated and strengthened, realizing the need for the same. The overall activities / transactions were closely monitored with proper checks and controls.

(g) Human Relations :

There have been cordial relations in the Company during the period. The Company wishes to thank the workers, its union and leaders for their continuing solid support.

(h) Cautionary Statement :

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectation may be 'forward - looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include availability of adequate Working Capital , economic conditions affecting demand / supply, price conditions in the domestic , overseas markets, and volatility in foreign Exchange in which the Company operates, changes in Government regulations, tax laws and other statutes.

5. Directors' Responsibility Statement :

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

i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

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 as at 31st March, 2012 and of the profit of the company for the year ended on that date ;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts on a 'going concern' basis.

6. Board of Directors :

Dr. Umesh Kulkarni retires by rotation and being eligible, offers himself for re-appointment.

7. Audit Committee :

As required in terms of Clause 49 of the Listing Agreement entered in to with the Bombay Stock Exchange Limited, the Audit Committee duly constituted by Independent Directors, performed its duties as required in terms thereof.

8. Remarks made by Auditors in their Report :

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

9. Statutory Disclosures :

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure- A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

10. Corporate Governance:

As per the amended Listing Agreement with the Bombay Stock Exchange Limited, your Company complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure - B.

11. Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company respects human rights, values its employees, and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

12. Health Safety and Environment:

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

13. Auditors :

M/s R. A. Kuvadia & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment.

In pursuance to Section 233-B of the Companies Act, 1956 your Directors have appointed M/s N. RITESH & ASSOCIATES to conduct the cost audit of Chemical Division at Mahad for the year 2012- 2013.

14. Fixed Deposits :

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of The Companies Act, 1956 and the rules made there under.

15. Insurance :

The properties and insurable assets of the Company including buildings, plant and machinery and inventories are adequately insured.

16. Employees :

Cordial atmosphere of understanding prevailed at all levels of employees of the Company.

17. Acknowledgment :

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, Employees and the Shareholders of the Company.

For and on behalf of the Board,

Place : Mumbai Anil M. Kadakia

Date : 22.05.2012 Chairman & Managing Director


Mar 31, 2010

The Directors submit their 18th Annual Report together with the Statement of Account for the year ended on 31st March, 2010. The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results :

(Rs. In Lacs)

Particulars 31st March, 31st March,

2010 2009

Turnover (net of excise and sales tax) and Other Income 19909 665

Profit/(Loss) before Interest,

Depreciation and Tax 65 183

Add/Less : Interest 9 69

Depreciation 114 109

Fringe Benfit Tax 0 1

Deferred Tax Surplus 37 25

Add : Prior period adjustment 15 7

Net Profit / (Loss ) for the Year (36) (330)

Balance in Profit & Loss Account (1835) (1505)

Balance Available for Appropriation (1871) (1835)

2. Dividend :

In view of the carried forward loss, your Directors regret their inability to recommend payment of dividend to the Shareholders for the year under review.

8. Directors Responsibility Statement :

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in the selection of the accounting policies, consulted the Statutory auditors and have 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 viz., March 31st , 2010 and of the Loss of the Company for the year ended on that date;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting standards and records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

9. Directorate :

Shri Subramaniam Ayyar, the Director, retires by rotation at the ensuing Annual General Meeting, however, being eligible, offers himself for re-appointment.

10. Audit Committee :

As required in terms of Clause 49 of the Listing Agreement entered in to with the Bombay Stock Exchange Limited, the Audit Committee duly constituted by Independent Directors, performed its duties as required in terms thereof.

11. Remarks made by Auditors in their Report :

Remarks and observation made by the Statutory Auditors in their Report are self explanatory and do not call for any further explanation and clarification.

12. Statutory Disclosures :

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report, is annexed to this report as Annexure- A.

As per Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975, as amended, are not furnished as no employee is covered there under, during the year under review.

13. Corporate Governance :

As per the amended Listing Agreement with the Bombay Stock Exchange Limited , your Company complied with the requirements of Corporate Governance and Report thereon forms part of this Report as Annexure- B.

14. Auditors :

M/s R.A. Kuvadia & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment.

Members are requested to consider their appointment as the Statutory Auditors of the Company in place of retiring Auditors, for the current financial year and fix their remuneration.

15. Fixed Deposits :

Your Company has not accepted any fixed deposit from public attracting the provisions of Section 58 A of the Companies Act, 1956 and the rules made there under.

16. Insurance :

The properties and insurable assets of the Company including buildings, plant and machinery and inventories are adequately insured.

17. Employees :

An atmosphere of understanding prevailed at all levels of employees of the Company.

18. Acknowledgment :

The Board acknowledges with thanks the contributions and support received from the Government, Local Authorities, Financial Institutions and Banks, Creditors and Suppliers, Valued Customers, employees and the Shareholders of the Company.

For and on behalf of the Board,

Place : Mumbai, Dr. Anil M. Kadakia

Date : 29th May, 2010 Chairman & Managing Director

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