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Directors Report of BCC Fuba India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report and the audited Accounts of the Company for the financial year ended 31 st March 2014

FINANCIAL PERFORMANCE (STANDALONE)

2013-2014 2012-2013 Turnover 5,57,09,949 7,73,78,642

Profit/(Loss) before Interest & Depreciation (1,11,87,075) (67,82,197)

Interest 8,78,627 13,38,452

Profit/(Loss) before Depreciation 1,20,65,702 81,20,649

Depreciation 10,61,755 11,63,696

Net Profit/(Loss) (1,31,27,457) (92,84,345)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHTS

[A] While India has been growing at a healthy rate over the last few years, in some industry segments, like electronics much of the increased demand has been fuelled by imports. The situation worsened with the signing of certain free trade agreements with other Asian countries that have resulted in diversion of manufacturing in India to these countries by the large global electronics companies. In addition, there has been rampant dumping of components, which also in many cases do not get adequate duty protection.

The Indian economic slowdown in 2012-13 and 2013-14 has also affected demand for consumer electronics. In fact, consumer demand for electronic products has largely declined and average selling prices also experienced a drastic fall in light of competition. In this mileu, BCC FUBA''s sales turnover was adversely affected and declined significantly in comparison to the corresponding period last year.

Turnover of the company recorded a decrease of 28% as compared to the corresponding period last year. There has been operating loss of Rs. 1,11,87,075/-, as compared to an operating loss of Rs. 6,782,197/- in the corresponding period last year. Your company''s net losses for the fiscal 2013-14 deepened to Rs. 1,31,27,457 in 2013-14 from Rs 9,284,345/- in 2012-13. Apart from the demand slowdown, there was significant pressure on margins due to significant increase in raw material prices. Much of the increase was also due to the significant devaluation of the rupee, which made imports and import parity related prices high.

The industry and especially your Company has been facing working capital constraints due to malpractices followed in the industry in non-payment of dues. The Company has actively taken this up and is aggressively pushing for recoveries and diversifying its customer base towards customers with better payment records.

The long terms scope for growth of the industry in India is vast as electronics becomes more integral to several products. BCC FUBA has been focusing on several elements of its internal processes and overall strategy to overcome the present challenges and leverage this opportunity.

[B] Recommendation to write off Bad Debt and Debit Balance

Audit committee in their report to the Board of Directors pointed out that there is several debts outstanding in the books of the company whose realization could not be done despite of the several sincere efforts mad by the company. It was therefore decided to write off the total outstanding debt of Rs. 12,82,873/-.

[D] Recommendation to written back the liabilities:

Audit committee found that there are some petty outstanding liabilities are due to payment since a long time and it was informed by the management that these petty outstanding liabilities to whom payment is due are not supposed to be paid and decided to written back the total outstanding credit balance of Rs. 91246/- treating them as income of the company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Renu Bhagat, Director of the Company retire by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for re-appointment. As her continued presence on the board are of immense importance to the company, your directors recommended their re-appointment.

Appointment of Mr. Arindam Mookherjee as Managing Directors:

BCC Fuba India Limited is finally taking a bold step in its quest to reverse its failing state of affairs. The company has decided to appoint Mr. Arindam Mookherjee as new Managing Director of the Company. Mr. Arindam Mookherjee, aged 36 years, is a MA in Economics from the Delhi School of Economics, Delhi University. Mr. Arindam Mookherjee has been a management consultant with rich experience of working on strategy and process related assignments with several leading business groups like Tata, Avantha Group, Bhilwara Group, Escorts and Bharat Gears. He has an enviable track record of achievement and professionalism. He possesses rich experience in Market Strategy, Operations excellence, Financial Appraisal, Financial Management and Corporate Governance. The Company, as a forward-looking company, has re-constituted its Board of Directors at this time as part of its strategies for a quantum leap in its corporate performance, and in full preparation for upturning setbacks it has been facing since a long time Nomination and Remuneration committee has recommended his appointment for a further period of Five years on such terms and conditions as given in the Notice of the ensuing Annual General Meeting of the company.

Appointment of Independent Directors:

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari ensuing Annual General Meeting as Independent Directors for 5 consecutive years for a term up to the conclusion of the 33th Annual General Meeting of the Company in the Calendar year 2019.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari as a candidate for the office of Independent Director at the ensuing Annual General Meeting.

The Company has also received the requisite disclosures/declarations from Mr. Ravi Mohan Mehta, Mr. Arul Harris, and Mr. Harun Rashid Ansari under Section 149 and other applicable provisions of the Companies Act, 2013.

Profile of all these Directors has been given as in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company remained unchanged.

AUDITORS

M/s. Jawahar Kalra & Co. Chartered Accountants, New Delhi (ICAI Registration No.FRN004008N), are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the fifth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written Consent from M/s. Jawahar Kalra & Co. Chartered Accountants, New Delhi (ICAI Registration No.FRN:004008N), to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

COST AUDITOR:

Your Board has not appointed any cost Auditor for the financial year ended 31.03.2014 as the financial position of the company is very poor and not able to bear the professional fees of the cost auditor as suggested by the Institute of Cost and Management Accountant of India. As the financial position improves the company will appoint CostAuditor pursuant to the direction from the Ministry of Corporate Affairs, Government of India.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 58A of the Companies Act, 1956 during the year under review.

INSURANCE:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SECURITIES:

At present the securities of the Company are listed with The Stock Exchange Mumbai The company had proposed to delist the equity shares from all the Stock Exchanges except the Stock Exchange Mumbai and the proposal for delisting is under consideration before the Delhi Stock Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana Stock Exchange Association Limited and the Calcutta Stock exchange Association limited and the approval for delisting of the shares is awaited.

DEPOSITORY SYSTEM

As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED having office at 44, Communiity Centre,, 2nd Floor, Naraina Industrial Area, Phase-I, New Delhi-110028 have been associated with us as share transfer agent. All the members are requested to contact them for any kinds of shares related matters.

DEMATERIALISATION OF SHARES:

69.53 % of the company''s paid up Equity Share Capital is in dematerialized form as on March 31st, 2014 and balance 30.47 % is in physical form.

THE CORPORATE GOVERNANCE CODE

Implementation of Corporate governance is a turning point in bringing the transparency in the regulation and administration of corporate matters. We have implemented the corporate governance in sprit having vision to bring the complete discipline between the function and corporate regulation.

As a proactive step your Company has beep following the Corporate Governance practices like striking out reasonable balance in the Composition of Board of Directors, setting up Audit Committee and other Business Committees, adequate disclosures and business to be deliberated by the Board etc, even before the code became mandatory applicable.

A Report in line with the requirements of clause 49 of the Listing Agreement on the Corporate Governance practices followed by the Company and the Auditors'' Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, are given as an annexure to this report.

AUDITORS'' REPORT-OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors'' report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the Directors'' Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

The Directors confirm that:

* In the preparation of the accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

* They 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 at the end of the financial year 31 st March 2014 and of the profits of the Company for that period.

* They 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

* They have prepared the annual accounts on going concern basis.

CEO CERTIFICATION:

Managing Director and Manager Finance & Accounts have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the company''s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction which have substantial effect on the financial health of the company

INDUSTRIAL RELATIONS

The relations with labour remained cordial during the year.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation / Technology Absorption and Foreign Exchanges earnings and out go as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in the Report of Board of Directors) Rules 1988, are given annexure "I'' and form part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules1975, are given in Annexure II and form part of this report.

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala for their valuable assistance.

Yours Directors also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the company for smooth operations of the Company.

By Order of the Board For BCC Fuba India Limited

Sd/- (Renu Bhagat) Date :30th May, 2014 Chairperson Place: New Delhi


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report and the audited Accounts of the Company for the financial year ended 31 st March 2013

FINANCIAL RESULTS

(Rs. In lacs)

2012-13 2011-12

Turnover 773.79 640.18

ProfiU(Loss) before Interest & Depreciation (67.82) (28.07)

Financial Charges (13.38) (42.06)

Profit/(Loss) before Depreciation (81.20) (70.13)

Depreciation 11.64 13.85

Net Profit/(Loss) (92.84) (83.98)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHT

[A] The global economic disturbances continued to bring challenges to the electronics industry during the Year. Consumer demand for electronic products has largely declined leading to a significant decrease in sales orders. Average selling prices also experienced a drastic fall.

Despite of the adverse business trend Sales for the year ended March 31, 2013 increased 20.87% to Rs.773.79 lacs compared to Rs.640.18 lacs in 2012. This growth was driven primarily by the better utilisation of scare resources and also professionally management of the production under the dynamic and most experience Director Mr. Sukhminder Singh Baidwan. However loss during the year increased by 8.86 lacs in comparison of the loss of the previous year. The continuity in loss is primarily due to under utilization of the installed capacity and running the factory below the BEP in addition to increase in overheads. This increase in demand is expected to continue during the first quarter of financial year 2013-14.

[B] Your company is listed with BSE. Promoter of public limited company which shares are listed with stock exchange cannot bring capital unless it goes for right issue/ or preferential issue. Due to loss in the past years and provision of Depreciation on straight line method the net worth of the company has been eroded therefore the promoters who has given unsecured loan to the company requested to treat the said loan as quasi capital of the company in order to revive the financial health of the company.

DIRECTORS

The Board of Directors place on record, with profound grief, the sad demise of the illustrious founder and Chairman & Managing Director of the company Mr. Vidya Sagar Bhagat on 18.02.2013 and his consequent cessation from the Directorship of the Company effective from that date.

The Board recalls the services rendered by him to the industry as well as to the society during his lifetime and express their gratitude to Mr. V. S. Bhagat for his valuable guidance and support for the promotion and growth of the company from its inception.

At the Meeting of the Board of Directors of the Company held on 15.05.2013 , Mr. A.P. Mathur expressed his intention to relinquish his position as Director of the Company and accordingly from the Chairman of the committees of the Board of Directors and requested the Board to accept his request with immediate effect. The Board with great reluctance and utmost regret accepted Mr. A.P. Mathur request to relinquish his office as Director of the Company with the conclusion of the Board meeting held on 15.05.2013. The Board has placed on Record his sincere appreciation of the valuable services rendered by Mr. A. P. Mathur during his tenure as a Director of the Company.

Mr. Veenu Pasricha retires by rotation and, being eligible, offers himselves for re-appointment.

The Board of Directors at its Meeting held on 5th March, 2013 have pursuant to the approval of the

Remuneration Committee of the Board and subject to the approval of the Members to be obtained at the ensuing

Annual General Meeting of the Company, appointed Mrs. Renu Bhagat as the Chairperson & Managing Director for a period of 5 years with effect from 5th March, 2013.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company remained unchanged.

AUDITORS

M/s. Aggarwal & Rampal, Chartered Accountants, statutory of the company has tendered their resignation from the office of the company. The Board recall the services rendered by him to the company and express their gratitude for his valuable guidance and support to the company and accepted their resignation w.e.f. from the conclusion of this Annual General Meeting.

M/s Jawahar Kalra & Co. consented and given a certificate that if such appointment for the year 2013-14 is made, it will be in accordance with the requirement of the provisions of section 224(1 B) of the Companies Act 1956 and its ceiling within prescribed under the Companies Act 1956. Your Directors and audit committee recommend their appointment to hold office until the conclusion of this annual general meeting to the ensuing General Meeting.

COST AUDITOR:

Your Board has not appointed any cost Auditor for the financial year ended 31.03.2013 as the financial position of the company is very poor and not able to bear the professional fees of the cost auditor as suggested by the Institute of Cost and Management Accountant of India. As the financial position improves the company will appoint Cost Auditor pursuant to the direction from the Ministry of Corporate Affairs, Government of India.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 58A of the Companies Act, 1956 during the year under review.

INSURANCE:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SECURITIES:

At present the securities of the Company are listed with The Stock Exchange Mumbai. The company had proposed to delist the equity shares from all the Stock Exchanges except the Stock Exchange Mumbai and the proposal for delisting is under consideration before the Delhi Stock Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana Stock Exchange Association Limited and the Calcutta Stock exchange Association limited and the approval for delisting of the shares is awaited.

DEPOSITORY SYSTEM

As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED having office at44,Community Centre 2nd Floor, Naraina Industrial Area, Phase-I, New Delhi-110028 have been associated with us as share transfer agent. All the members are requested to contact them for any kinds of shares related matters.

THE CORPORATE GOVERNANCE CODE

Implementation of Corporate governance is a turning point in bringing the transparency in the regulation and administration of corporate matters. We have implemented the corporate governance in sprit having vision to bring the complete discipline between the function and corporate regulation. As a proactive step your Company has been following the Corporate Governance practices like striking out reasonable balance in the Composition of Board of Directors, setting up Audit Committee and other Business Committees, adequate disclosures and business to be deliberated by the Board etc, even before the code became mandatory applicable.

A Report in line with the requirements of clause 49 of the Listing Agreement on the Corporate Governance practices followed by the Company and the Auditors'' Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, are given as an annexure to this report.

AUDITORS'' REPORT- OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors'' report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the

Directors''Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

While preparing the annual financial statements the Company has adhered to the following:

In the preparation of the said financial statements the Company has followed the applicable accounting standards, referred to in Section 211(3-C) of the Companies Act, 1956.

The company has followed the said accounting standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company''s business, so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and Statement of the profit & loss of the Company, for the said period.

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.

The Directors have prepared the financial statements on a going concern basis.

CEO CERTIFICATION:

Chairperson and Managing Director and Manager (Finance & Accounts )have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the company''s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction which have substantial effect on the financial health of the company

INDUSTRIAL RELATIONS

The relations with labour remained cordial during the year.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND

OUTGO

Particulars of Energy Conservation / Technology Absorption and Foreign Exchanges earnings and out go as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in the Report of Board of Directors) Rules 1988, are given annexure T and form part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rulesl 975, are given in Annexure II and form part of this report.

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala for their valuable assistance. Yours Directors also wish to place on record their deep sense of appreciation for services of the executives, staff and workers of the company for smooth operations of the Company.

By order of the Board of Directors

Place: NewDelhi Sd/- Date: 29.07.2013 (RENU BHAGAT)

Chairperson & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report and the audited Accounts of the Company for the financial year ended 31 st March 2010

FINANCIAL RESULTS

(Rs. In lacs) 2009-10 2008-09

Turnover 680.93 563.93

Profit/(Loss) before

Interest & Depreciation 27.93 (9.98)

Interest 45.69 (50.88)

Profit/(Loss) before

Depreciation (17.76) (60.86)

Depreciation 75.32 75.28

Net Profit/ (Loss) (93.08) (136.14)

DIVIDEND

Company has suffered loss and therefore no dividend was declared.

OPERATIONAL HIGHLIGHT

Sales for the year ended March 31, 2010 increased 20.75% to Rs.680.93 lacs compared to Rs.563.93 lacs in 2009. This growth was driven primarily by the improving demand in the commercial markets, led by the communications, industrial, instrumentation and consumer electronics segments. This increase in demand is expected to continue during the first quarter of 2010.

We also experienced strong orders of Rs.300.00 lacs during the first quarter of the current financial year. If the current strength in demand continues throughout 2010-11, we expect net sales in 2010-11 to grow at least 76.00% over the net sales of Rs.680.93 Lacs for 2009-10.

DIRECTORS

Mr. Ravi Mohan Mehta, Director of the Company retire by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment. As his continued presence on the board is of immense importance to the company, your directors recommended his re-appointment.

CAPITAL STRUCTURE:

During the year under review, the share capital of your company rerpained unchanged.

AUDITORS

The auditors of the Company M/s. Aggarwal & Rampal, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your directors and Audit committee recommend their re-appointment. The requisite certificate pursuant to Section 224(1 B) of the Companies Act, 1956, has been received.

FIXED DEPOSIT:

The company did not accept any deposits covered under section 58A of the Companies Act, 1956 during the year under review.

LISTING OF SECURITIES

At present the securities of the Company are listed with The Stock Exchange Mumbai The company had proposed to delist the equity shares from all the Stock Exchanges except the Stock Exchange Mumbai and the proposal for delisting is under consideration before the Delhi Stock Exchange Association Limited, The Stock Exchange Ahmedabad, Ludhiana Stock Exchange Association Limited and the Calcutta Stock exchange Association limited and the approval for delisting of the shares is awaited.

DEPOSITORY SYSTEM

As per the SEBI Guidelines M/s. LINK INTIME INDIA PRIVATE LIMITED having office atA-40,2nd Floor, Naraina Industrial Area, Phase-ll, New Delhi-110028 have been associated with us as share transfer agent. All the members are requested to contact them for any kinds of shares related matters.

THE CORPORATE GOVERNANCE CODE

Implementation of Corporate governance is a turning point in bringing the transparency in the regulation and administration of corporate matters. We have implemented the corporate governance in sprit having vision to bring the complete discipline between the function and corporate regulation.

As a proactive step your Company has been following the Corporate Governance practices like striking out reasonable balance in the Composition of Board of Directors, setting up Audit Committee and other Business Committees, adequate disclosures and business to be deliberated by the Board etc, even before the code became mandatory applicable.

A Report in line with the requirements of clause 49 of the Listing Agreement on the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements along with Management Discussion and Analysis, are given as an annexure to this report.

AUDITORS REPORT-OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNT

The auditors report on the accounts of the Company is self-explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report as required under the listing agreements with the Stock Exchanges is annexed and forms part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT:

While preparing the annual financial statements the Company has adhered to the following:

In the preparation of the said financial statements the Company has followed the applicable accounting standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

The company has followed the said accounting standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Companys business, so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit/loss of the Company, for the said period.

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.

The Directors have prepared the financial statements on a going concern basis.

CEO CERTIFICATION:

Chairman and Managing Director and Manager (Finance & Accounts) have certified to the Board that:

1. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact contain statements that might be misleading.

(b) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year, which are fraudulent, illegal or violative of the companys code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take rectify these deficiencies.

4. We have brought in notice to the auditors and the Audit Committee all the material transaction which have substantial effect on the financial health of the company

INDUSTRIAL RELATIONS

The relations with labour remained cordial during the year.

ENERGY CONSERVATION/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation /Technology Absorption and Foreign Exchanges earnings and out go as per Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of the particulars in the Report of Board of Directors) Rules 1988, are given annexure "1" and form part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules1975, are given in Annexure II and form part of this report.

ACKNOWLEDGEMENT:

Yours Directors take the opportunity to offer thanks to the State Bank of Patiala for their valuable assistance.

Yours Directors also wish to place on record their deep sense of appreciation for services of the customer,

executives, staff and workers of the company for smooth operations of the Company.

By order of the Board

Sd/

Place: New Delhi (v.S. BHAGAT)

Date: 29.05.2010 Chairman & Managing Director

 
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