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Directors Report of Basant Agro Tech (India) Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the audited statements of account for the financial year ended March 31, 2014.

( Rs. in thousands)

1. FINANCIAL RESULTS : 2013-14 2012-13

Revenue from operation 3135703 2914519

Profit before interest, depreciation and tax 274448 281462

Less: Financial expenses 96543 102713

Less: Depreciation 42093 48160

Profit before tax 135812 130589

Tax expense (net) (29607) 26439

Profit after tax 165419 104150

Surplus brought forward from previous year 412604 320436

Amount available for appropriation 578023 424586

Less: Appropriations

Transferred to general reserves 3500 3500

Proposed dividend 6344 7250

Tax on dividend 1078 1232

Surplus carried to balance sheet 567101 412604

2. Result of operations :

The revenue from operations of the Company jumped by 7.59% and touched a new high of Rs. 313.57 Crores. The growth was mainly due to the excellent performance shown by the seeds division as its turnover went up by 22.89% over the previous year. Introduction of the new varieties of high yielding hybrid seeds and its well acceptance by the farming communities had made the performance of the seeds division very impressive.

The consumption of the fertilizers was adversely affected due to prolong and continuous monsoon. The farmer was not able to give scheduled doses of fertilizers to the crops as a result the company was not able to encash season. The new SSP fertilizers plant at Jalgaon started its operations in last quarter of 2013-14 and its positive impact can be observed on the performance of the Company in 2014-15.

In spite of the adverse conditions, heavy competition the company managed to achieve the marginal increase in the profit before tax and trend of consistent positive growth in the performance of the Company has been continued during the year under consideration. Your Company is one of the few companies who registered the positive performance during the year, not only due to the control over its conversion cost and the inputs cost but also because of aggressive marketing strategies.

3. Dividend :

The Board of Directors are pleased to recommend the dividend of Rs. 0.07 per share (7%) for the year 2013-14 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 8%) which shall absorb Rs. 63.44 lacs (Previous year Rs. 72.50 lacs).

4. Directors :

According to Section149 (10) of the Companies Act, 2013 the Independent Directors shall hold office for a term of upto five consecutive years on the Board of a company and are not liable to retire by rotation and shall be eligible for re appointment on passing a special resolution by the shareholders of the Company. Board of Directors had appointed Shri. S.W. Sawant, Dr. B.G. Bathkal and Shri. R.S. Tayade as Independent Directors of the Company pursuant to Section 149, Schedule IV and other applicable provisions of the Companies Act 2013 for the consecutive period of five years from 1st April, 2014 to 31st March, 2019,subject to approval of shareholders. The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of Independent Director as prescribed under Section 149(6) of the Companies Act 2013 and under Clause 49 of the listing agreement with the stock exchange. The Board of Directors had altered the terms of appointment of Shri. D.C.Bhartia, Managing Director of the Company by categorizing him as a ''director liable to retire by rotation''. Shri. A.N. Bhartia retires by rotation at this Annual General Meeting and being eligible offers himself for re appointment.

During the year under review, Mrs. M.M. Khandelwal was appointed as an additional director in the category of non- executive, independent, woman director w.e.f. 22.07.2014 and she holds the office till the date of this annual general meeting. The resolution for the appointment of Mrs. M.M. Khandelwal as the independent director for five years is proposed to be passed at this annual general meeting.

During the year under review Dr. R.D. Tainwala the independent director has resigned from the Board w.e.f. 11.12. 2013. The Board places on record valuable contribution made by Dr. R.D. Tainwala during his tenure of office as Director of the company.

5. AUDITORS :

M/s. P.C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P.C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

The Company had appointed Mr. T.M. Rathi the Cost Auditor for conducting cost audit of the Company for the financial year 2013-14.

6. AUDITORS'' REPORT :

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

7. PUBLIC DEPOSIT :

As on 31st March, 2014 the company has neither accepted nor invited any public fixed deposits. No amount of principal or interest was outstanding as on 31st March, 2014.

8. CORPORATE SOCIAL RESPONSIBILITY :

During the year, your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of the Section 135 of the Companies Act 2013. The CSR Committee will decide the focus area of CSR activities, budget and programs to be undertaken and implemented. Your Company continued to initiate many social and charitable activities even before enactment of the provision of CSR in the Companies Act 2013. The main focus areas for CSR of the Company is in the area of education, health care, child nutrition, social development, care for the environment, protection of human rights and woman empowerment.

9. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility

Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures,

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year ended on that date,

iii. 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,

iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going

concern basis.

10. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the listing agreement with the Bombay Stock Exchange Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A stipulated under clause 49 of the listing agreement the Management Discussion & Analysis Report has been separately furnished in Annual Report and forms part of it.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the annexure forming part of this Report.

14. TRANSFER OF UNPAID DIVIDEND TO IEP FUND :

Pursuant to Section 205 A (5) and 205 C of the Companies Act, 1956 the dividend remaining unpaid for a period of seven years here been transferred by the company to investor education and protection fund.

15. ACKNOWLEDGEMENTS :

Your Directors would like to express their appreciation for the support and co operation received from financial institutions, company''s bankers, government authorities and shareholders during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

SHASHIKANT C. BHARTIA

Place : Mumbai CHAIRMAN & MANAGING DIRECTOR Date : 30th July, 2014 DIN : 00151358


Mar 31, 2013

The Directors have pleasure in presenting the 23rd Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2013.

(Rs. in Thousands)

1. FINANCIAL RESULTS : 2012-13 2011-12

Revenue from operations 2910186 2764531

Profit before interest, depreciation and tax 281462 244697

Less : Financial expenses 102713 83129

Less : Depreciation 48160 43929

Profit before tax 130589 117639

Provision for taxations 17500 15000

Provision for deferred tax 12018 26818

Profit after tax 101071 75821

Provision for taxation of earlier years 3079 966

Surplus brought forward from previous year 320436 255575

Amount available for appropriations 424586 332362

Appropriations :

(a) Proposed dividend 7250 7250

(b) Tax on dividend 1232 1176

(c) Transferred to general reserve 3500 3500

Surplus carried to Balance Sheet 412604 320436

2. DIVIDEND :

The Board of Directors are pleased to recommend the Dividend of Rs. 0.08 per share (8%) for the year 2012-13 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 8%) which shall absorb Rs. 72.50 lacs (Previous year Rs. 72.50 lacs).

3. OPERATING RESULTS :

FY 2012-13 was eventful year as Company had shown impressive performance in adverse conditions. The year was not good year for fertiliser industry as due to erratic monsoon and severe drought conditions prevailed in the Country, the demand for the agri inputs was adversely affected. The Directors are pleased to annouce that in spite of the adverse market conditions and pressure on the market prices of fertilisers due to severe competition, the Company could register the sales turnover of Rs. 29101.86 lacs, which was marginally higher as compared to previous year. The profit before tax of the Company jumped by 11.01% mainly due to continuous efforts of management of the Company not only to control the cost of production by upgrading the manufacturing process but also by way of bulk procurement of the raw materials at the most competitive prices and also hard work of the marketing department. The cost cutting measures adopted by the Company and operational efficiencies alongwith timely supply of quality agro inputs by the company are the main factors which enabled the Company to perform better in the adverse market conditions.

The wide spread expansion of the operations by the seeds division of the Company has resulted in increase in the sales turnover of seeds division by over 45% during the year under review. The growth of Seeds division is remarkable which can be observed from the performance of the seeds division. This was the result of increased popularity of the trade mark "Krishi sanjiwani" alongwith the success of ''on field demonstration'' of the crops and kisan melas at various locations during the year. The main focus of the Seeds division is to develop the new and improved hybrid varieties of the seeds which can give higher yeild, in different types of soil and climatic conditions.

The commercial production at the new SSP fertilisers plant at Jalgaon in Maharashtra with installed capacity of 1,32,000 TPA is likely to commence in August 2013. The said unit is located at very prime location thereby reducing the logistic cost for its raw materials and finished goods.

4. DIRECTORS :

Shri. S.W. Sawant and Shri. R.S. Tayade Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment.

5. AUDITORS :

M/s. P.C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P.C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 224(1) of the Companies Act,1956. The Company has appointed Mr. T.M. Rathi the Cost Auditor for conducting cost audit for the financial year 2012-13.

6. AUDITORS'' REPORT :

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

7. PUBLIC DEPOSIT :

As on 31st March, 2013 the company has neither accepted nor invited any public fixed deposits. No amount of principal or interest was outstanding as on 31st March, 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures,

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review,

iii. 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, iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

9. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion & Analysis Report has been separately furnished in Annual Report and forms part of it.

11. INDUSTRIAL RELATIONS :

Relations between the employees and the management continued to be cordial.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to provide safe work place to its Workmen and contractors and adequate safety precautions has been taken at the workplace. Towards its responsibility towards the society, the free Medical check ups, Cataract Eye operations, Donation of ventilators to Government hospitals etc. were undertaken during the year. The other charitable activities includes supporting and aiding of schools for deaf and dumb, Vrudhashram, Free Bhakta Niwas, Gorakshan, Annachatra etc.

13. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) of THE COMPANIES ACT 1956 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the annexure forming part of this Report.

15 . ACKNOWLEDGEMENTS :

Your Directors would like to acknowledge the contribution and place on records their appreciation for the continued support for the Shareholders, Financial Institutions and Company''s Bankers for the assistance and co-operation given during the year under review. The Company wishes to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

Place : Mumbai SHASHIKANT C. BHARTIA

Date : 30th May, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2012.

(Rs. in Thousands)

1. FINANCIAL RESULTS : 2011-12 2010-11

Revenue from operations 2764531 1687144

Profit before interest, depreciation and tax 244697 163742

Less : Financial expenses 83129 63268

Less : Depreciation 43929 29534

Profit before tax 117639 70940

Provision for taxation 15000 8700

Provision for deferred tax 26818 1480

Profit after tax 75821 60760

Provision for taxation of earlier years 966 (1637)

Surplus brought forward from previous year 255575 206778

Amount available for appropriations 332362 265901

Appropriations :

(a) Proposed dividend 7250 5854

(b) Corporate dividend tax 1176 972

(c) Transferred to general reserve 3500 3500

Surplus carried to Balance Sheet 320436 255575

2. DIVIDEND :

The Board of Directors are pleased to recommend the Dividend of Rs. 0.08 per share (8%) for the year 2011-12 on expanded share capital, subject to the approval of the shareholders at the Annual General Meeting (Previous year 7%) which shall absorb Rs. 72.50 lacs (Previous year Rs. 58.54 lacs)

3. OPERATING RESULTS AND PROFITS :

FY 2011-12 was the land mark year for the Company with the Company achieving new milestone by registering the robust growth in the sales turnover as well as profitability. The Revenue from operations has jumped by 63.85% and achieved new height of Rs. 276.45 Crores whereas Profit before tax has increased from Rs. 709.40 lacs to Rs. 1176.39 lacs the jump by over 65%. During the FY 2011-12, your Company has achieved the ever highest Fertilizer production of 2.27 lacs MT overtaking the previous record production of 1.84 Lacs MTs. The sale of Fertilizer for the FY 2011-12 was 2.49 Lacs MT as compared to 1.71 Lacs MTs during the FY 2010-11 thus registering 45% growth. Strong volume growth,operational efficiencies and improved price realisation were the key factors behind the record performance of the company.

The operational performance of the seeds division of the Company has significantly improved compared to previous year showing a positive financial growth. The year's sales turnover of seeds division was Rs. 61.15 Crores registering a growth rate of 30%. The accomplished financial growth sustains the Company's business and help attaining market leadership in seed and agribusiness. The R&D focus centers round combined use of conventional breeding and biotechnology to advance the yield frontier and stabilize it through incorporation of genetic modifications.The on-field demonstration and kisan melas helped in increasing the awareness amongst the farmers about the new advanced methods of the cultivation alongwith the use of the hybrid seeds for increasing the productivity of the land.

The Construction of new SSP fertilisers plant at Jalgaon in Maharashtra with installed capacity of 1,00,000 TPA is in the final stages of Completion.With the commencement of production from that plant during FY 2012-13 the market share of the Company in SSP fertilisers in Maharashtra will improve further and largely the farming community of the state will be benefited.

The Company is leveraging its operational efficiencies and experience in fertilizer industry by achieving sustainable growth and consolidate its market share in long run.

4. DIRECTORS :

Shri A.N. Bhartia, Dr B.G.Bathkal and Dr. R.D. Tainwala retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

5. CONVERSION OF THE WARRANTS INTO EQUITY SHARES WHICH WERE ALLOTTED TO PROMOTERS :

70,00,000 equity shares were allotted during the year to the promoters of the Company on conversion of the warrants allotted to them on preferential basis.

6. AUDITORS :

M/s. P. C. Baradiya & Co., Chartered Accountants, Mumbai and M/s. P. C. Bhandari & Co., Chartered Accountants, Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 224(1) of the Companies Act,1956.

7. AUDITORS' REPORT :

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory, which does not contain any reservation, qualification or adverse remarks and therefore do not call for any further clarification.

8. PUBLIC DEPOSIT :

As on 31st March, 2012 the company has neither accepted nor invited any public fixed deposits. No amount of principal or Interest was outstanding as on 31st March, 2012.

9. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures,

ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review,

iii. 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,

iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis.

10. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd a separate section titled "Report on Corporate Governance" is being published as a part of this Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion & Analysis Report has been separately furnished in Annual Report and forms part of it.

12. INDUSTRIAL RELATIONS :

Relations between the Employees and the Management continued to be cordial.

13. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956 :

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the Annexure forming part of this Report.

15. ACKNOWLEDGEMENTS :

Your Directors place on records their gratitude to the Shareholders, Financial Institutions and Company's Bankers for the assistance and co-operation given during the year under review. The Company wishes to place on record their sincere thanks for the devoted services of the staff and workers of the Company in ensuring an excellent all round operational performance.

For and on behalf of the Board

SHASHIKANT C. BHARTIA CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai Date : 30th May, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

(Rs. in Thousands)

1. FINANCIAL RESULTS: 2009-10 2008-09

Net Turnover 1307421 1285162

Profit before interest,depreciation and tax 141161 118427

Less : Financial expenses 43814 31383

Profit before depreciation 97347 87044

Less : Depreciation 32275 24011

Profit before tax 65072 63033

Provision for taxations 8500 6000

Provision for deferred tax 1201 2092

Provision for fringe benefit tax - 675

Profit after tax 55371 54266

Provision for taxation of earlier years (754) (455)

Surplus brought forward from previous year 161512 119028

Amount available for appropriations 216129 172839

Appropriations :

(a) Proposed dividend 5018 6690

(b) Corporate dividend tax 833 1137

(c) Transferred to general reserve 3500 3500

Surplus carried to Balance Sheet 206778 161512

2. DIVIDEND:

The Board of Directors are pleased to recommend the Dividend of Rs. 0.06 per share (6 %) for the year 2009-10 on equity share capital, subject to the approval of the shareholders at the Annual General Meeting (previous year 8%) which shall absorb Rs 50.18 lacs ( previous year Rs. 66.90 lacs)

3. OPERATING RESULTS AND PROFITS:

Fertiliser Division:

The growth of Fertilisers division was as per the projections of the management of the Company. But due to delay in the annoucement of the new fertiliser policy there was uncertainty about the MRP of the SSP fertilisers and as a result the sales for the last quarter of the year under review was affected. Though the production of the fertilisers was jumped by 7.81% to 152183 TPA the sales was marginally lower as compared to previous year. This has resulted in increase in the inventory of the finished goods.The new NBS policy announced by the Government will provide much needed stimulus to SSP industry. Due to additional subsidy on sulphur the total subsidy on SSP fertilisers has been raised from Rs 2000/- PMT to Rs 4400/- and to your company will be benefited under NBS policy. The successful completion of upgradation and modernisation of the newly acquired SSP fertiliser unit at Neemuch (MP) will contribute considerably to the bottomline of the Company during the current financial year. The production of NPK fertiliser division was as per production plans of the Company and had jumped by 46.25% over previous year. The MET Department has predicted satisfactory monsoon in the current year and it will help the agro based industries to progress.

Seeds Division:

The seeds division has reported excellent performance during the year under review. The sales of the division has jumped by 105.76% and touched a new high of Rs 4000.06 lacs. Whereas the profit before tax of the seeds division has gone up by 44.80% as compared t;. the previous year. Introduction of the new hybrid varieties of the seeds in the market coupled with the expandirv he area under the contract farming has resulted in such remarkable performance. The newly developed BT cotton seeds under the collaboration of Mahyco Monsanto Biotech (I) Ltd has been successfully launched in the market.

4. DIRECTORS :

Shri A.N.Bhartia, Director retires by rotation at this Annual General Meeting and he being eligible, has offered himself for reappointment.

Dr. B.G.Bathkal, Director retires by rotation at this Annual General Meeting and he being eligible, has offered himself for reappointment.

Dr. Ramesh Tainwala, Director retires by rotation at this Annual General Meeting and he being eligible, has offered himself for reappointment.

5. ISSUE OF SHARES ON PREFERENTIAL BASIS/ FPO:

In order to finance the proposed growth plans of the Company it was proposed to get the approval of the shareholders to make the preferential allotment of warrant to be converted into equity shares to the promoters . It was also proposed to pass special resolution under section 81 (1A) of the Companies Act,1956 to issue securities to persons other than shareholders by way of QIP Securities.

6. AUDITORS:

M/s. P.C.Baradiya & Co., Chartered Accountants,Mumbai and M/s P.C. Bhandari & Co.,Chartered Accountants Akola, the joint statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished certificate to the effect that their appointment as statutory auditors if made, would be within prescribed limits under Section 224(1) of the Companies Act,1956.

7. AUDITORSREPORT:

The observations of the auditors in their report, read with notes annexed to the accounts are self explanatory and therefore do not call for any further clarification.

8. PUBLIC DEPOSIT:

As on 31st March,2010 the company has neither accepted nor invited any public fixed deposits.No amount of principal or Interest was outstanding as on 31st March, 2010.

9. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

i. That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, ii. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review,

iii. 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,

iv. That the directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

10. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd a separate section titled " Report on Corporate Governance" is being published as a part of this Annual Report.

11. INDUSTRIAL RELATIONS:

Relations between the Employees and the Management continued to be cordial.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT 1956:

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the annexure forming part of this Report.

14. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received during the year under review from the Shareholders, Financial Institutions and Bankers. Your directors wish to place on record their sincere thanks for the devoted services of the staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai SHASHIKANT C. BHARTIA

Date : 29th July, 2010 CHAIRMAN & JT.MANAGING DIRECTOR