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Directors Report of CJ Gelatine Products Ltd.

Mar 31, 2015

Dear Members,

The Directors present herewith the Thirty Fifth Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2015.

FINANCI 2014-15 2013 AL (Rs. In - Lacs) 14(Rs RESULTS . In Lacs)

Sales & 1790.83 1496.3 Other 3 Income

Profit 127.48 50.51 Before Interest, Depreciatio n and Tax

Less: 85.5 50.4 Interest 8 2

34.07 119.65 20.35 70.77

Depreciatio n

Profit 7.83 (20.26) Before Tax

Less: 1.49 NIL Provision For Tax

Profit / Loss 6.34 (20.26) For The Year

ADD: (3.46) 16.80 Balance Brought Forward

Carried to 2.89 (3.46) Balance Sheet

During the year under review the Company recorded a total Revenue of Rs. 1790.83 Lacs and earned a PBIDT of Rs. 127.48 Lacs. There is a steady Increase in Revenues and Profits for the Company i.e. 19% Increase in Revenues and 28% Increase in Profit before Taxes. Due to the Low Availability of Raw material, Maintenance at Factory Premises and steady Increase in Prices of Raw material the Production of Finished Goods at the Factory has not achieved its optimum utilization Levels. However on a Brighter Note, there has been an Increase in realization price of Finished Goods. In the Field of Gelatine manufacturers, Our Company is taking big strides to improve on quality of the product, and once we achieve the volume and Finance required, we will be in a great position to recollect profits. Energy Costs (i.e. Electricity, Coal & Diesel) are large component for production of the Finished Products. The Continuous need of Finance has staged a bid roadblock in the manufacturing of the Finished Product at Optimum Levels. Your Company is going to adopt various measures to raise Finances from Banks/NBFC to which in turn will help attain Optimum Levels of Production.

DIVIDEND

Your Directors do not propose any dividend for the financial year ended 31st March, 2015.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit during the year nor are there any outstanding deposits, which are due for repayment.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Listing Fees for the year 2015-16.

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

As at 31st March, 2015, your Board comprised of 6 Directors and the details regarding Appointment and Reappointment are mentioned in the Notice as well as a Brief stated herein below:

Shri Jaspal Singh is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer for Reappointment under Section 152 of the Companies Act, 2013.

With the Notification of section 149 of the Companies Act, 2013 and Other Applicable provisions of the Act Smt. Jasneet Kaur are proposed to be appointed as an Executive Women Director of the Company and Shri Amarjot Singh is proposed to be appointed as Independent Directors in terms of Section 149 and other Applicable provisions of the Companies Act, 2013 for a period of 4 (Four) Years upto 31st March, 2019.

Mr. Harman Singh (CFO) and Ms Priyanka Saraf (CS) are Key Managerial Personnel of the Company. Mr Harman Singh was re-designated as CFO of the Company on 28/03/2015

The Details of Directors being recommended for Appointment/Re - Appointment and Appropriate Resolution(s) seeking your Approval are also included in the Notice.

BOARD MEETINGS

The Board of Directors duly met 5 Times during the Financial Year 2014-15. The Date(s) and Attendance are further mentioned in the Corporate Governance Report.

A Separate Meeting for Independent Director(s) was held on 28th March, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby state that:

In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures.

They have selected the accounting policies and applied 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, 2015 and of the Profit of the company for the year ended on that date.

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The Directors had devised proper systems to ensure Compliance with provisions of all Applicable Laws and that such systems were adequate and operating effectively.

They have prepared the Annual Accounts on a going concern basis.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Director(s) have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 28th March, 2015, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The broad parameters covered under the Policy are -

Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than managing/ Whole-time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - A and forms part of this Report.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a company lies with its

Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Companies Act, 2013, notified on 1st April, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting held on 28th March, 2015, undertook the evaluation of its own performance, its Committees and all the individual Directors.

The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organization.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors'' Report and a certificate from the Company''s Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report.

RISK MANAGEMENT POLICY

During the year, the Board of Directors, in its meeting held on 28th March, 2015, has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to Business Objectives.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Management of the Company have certified the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

AUDITORS'' REPORT

The points raised by the Statutory Auditor in their report are self explanatory and covered in the notes on the Accounts.

A Secretarial Audit Report given by the Secretarial Auditors in Form No MR-3 is annexed with this Report as ANNEXURE - B. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

AUDITORS

M/s R.Kini and Associates, Chartered Accountants, Vadodara, Auditors of the company, retire at the ensuing Annual General Meeting. Mr. R. Kini has given in writing his consent for the re-appointment as statutory auditor for the F.Y. 2015-16. The Certificate from the Auditor have been received to the effect that his Re-Appointment, If made, would be within the prescribed Limit under Section 141(3)(g) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s M.M Chawla & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015.

INTERNAL AUDIT

The Company has appointed Internal Auditor as mandated by the provisions of the Companies Act, 2013. M/S Harish Dayani & Co. has been Appointed as Internal Auditor of the Company for the year 2014- 15 to evaluate the Internal Controls and Financial Reporting.

Further, the recommendations and suggestions given by the Internal Auditor are accepted by the Audit committee and further recommended to the Board of Directors of the Company.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

AUDIT COMMITTEE

The Audit Committee Membership and attendance are further mentioned in the Corporate Governance Report.

The Board of Directors accepts the recommendations of the Audit Committee whenever made during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial year Ended 31st March, 2015, No Loans, Guarantees or Investments were made by the Company under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial year Ended 31st March, 2015, No Contracts or Arrangements were made with related parties under Section 188 of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No MGT - 9 forms part of the Board''s Report and is annexed herewith as ANNEXURE - C.

VIGIL MECHANISM

Recognizing the regulatory mandate u/s 177(9) and clause 49 of the Listing Agreement placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so they may report their genuine concerns or grievances, steps were taken during the financial year 2014-15to increase awareness and providing direct access to Audit Committee Chairman in cases where the complaint is to be made against any senior management employee.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - D.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange as prescribed under section 134(3)(m) of the Companies Act, 2013 and are given in the Annexure - E to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

INDUSTRIAL RELATIONS:

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all levels.

For and on behalf of the Board

(JASPAL SINGH) (JASNEET KAUR) JOINT MANAGING DIRECTOR DIRECTOR PLACE - BHOPAL DATE - 01/08/2015


Mar 31, 2014

Dear Members,

Your Directors present herewith the Thirty Fourth Annuel Report and the Audited Statements of Accounts of the Company for the financial year ended $1" March, 2014.

FINANCIAL 2013 2012 RESULTS 14 (Rs- 13 (Rs- in lacs) In Lacs)

sales & Other 350.6,12 1537.48 Income

Profit Before 50.51 66,47 Interest, Depreciation and Tax

Less -— 50.42 44.14 Interest

Depreciation 20,35 70,77 20.31 64.40

Profit Before (20,26) 2.02 Tax

Less: —- 0.38

Provision For Tax

Profit / Loss (20.26) 1.63 For The Year

ADD: Balance 16. 8O 15.17 Brought Forward

Carried to (3,4 6) 16.80 Balance Sheet

During the year under review the Company recorded a total Revenue of Rs. 1506.12 Lacs and earned a PBIDT of Rs, 50.51 lacs. Due to the Low Availability of Raw material. Maintenance at Factory Premises and steady Increase In Prices of Raw material from September, 2013, the Production of Finished Goods at the factory Declined, however on a Brighter Note, there has been an Increase in realization price of Finished Goods, however due to a downward trend In Production, the same had an effect on Revenues for the financial year, In the field of Gelatine manufacturers. Our Company Is taking Big strides to Improve on quality of the product, Once we achieve the same, we will increase the volume, which In turn will help In recollecting profits.

Energy Costs (l.e. Electricity, Coal & Diesel) are large component for production of the Finished ProductS- The Continuous rises in prices of Energy Costs have staged a bid roadblock in the manufacturing of the Finished Product at a cost which Is cost effective. Your Company is going to adopt various measures to control the Energy Costs such as Energy Audit, etc.

TAXATION

No Provision for tax for the year has been made as per the Income Tax Act, 1961.

DIVIDEND

Your Directors do not propose any dividend for the financial year ended 31" March, 2014.

INSURANCE

The Directors confirm that the fixed Assets and Stocks of the Company arc adequately insured against fire and allied risks.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit during the year nor are there any outstanding deposits, which arc due for repayment.

LISTING OF sHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Usting Fees for the year 2614-15.

PARTICULAR5 OF EMPLOYEES

The Company has no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended in respect of whom the particulars are required to be disclosed.

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

Particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange as prescribed under section 217(l)(e) of the Companies Act, 1956 are given In the Anncxure to this Report.

DIRECTORS:

Shri Sachiv sachiv is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer for Reappointment under Section 152 of the Companies Act, 2013, With the Notification of section 149 of the Companies Act, 2013 and Other Applicable provisions of the Act Shri Vikas Gupta and Shri Sandeep Singh are proposed to be reappointed as independent Directors in terms of Section 149 and other Applicable provisions of the Companies Act, 2013 for a period of S (five) Years upto 31" March, 2019.

The Details of Directors being recommended for Appointmem/Re Appointment and Appropriate Resolution(s) seeking your Approval are also included in the Noticc.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state that:

ln preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures] and that there a re no material departures.

They have selected the accounting policies and applied 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 31" March, 2014 and of the Loss of the company for the year ended on that date.

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.

They have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report,

AUDITORS' REPORT

The points raised by the Auditors in their report arc self explanatory and covered in the notes on the Accounts.

AUDITORS

M/s R.Kini and Associates, Chartered Accountants, Vadodara, Auditors of the company, retire at the ensuing Annual General Meeting. They have given in writing their consent for their re-appoint as statutory auditor for the F-Y. 2014-15. The Certificate from the Auditor have been received to the effect that their Re- Appointment, if mode, would be within the prescribed Limit under Section 141 [3][g] of the Companies Act, 2013.

COST AUDiTORS

Pursuant to the provisions of Section 224(16) read with Section 233B of Companies' Act, 1956, M/s Sudeep Saxena & Associates, Cost Accountants were appointed as the Cost Auditors of the Company for the year ending 3l" March, 2014.

The Cost Compliance Report was filed with the Ministry of Corporate Affairs on 22/02/2014.

JNDU5TRIAI RELATIONS:

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of Its ability,

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s], Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at a II levels.

For and on behalf of the Board

(SANDEEP SINGH) (JA5PAI SINGH) DIRECTOR JOINT MANAGING DIRECTOR PLACE-RHOPAL DATE-19/07/2014


Mar 31, 2012

The Directors present herewith the Thirty Second Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rs.in lakhs) (Rs.in lakhs)

2011-12 2010-11

Sales & Other Income 1302.37 1570.80

Profit before Interest, Depreciation and Tax 54.32 38.36

Less:

Interest 33.51 17.32

Depreciation 20.05 53.56 18.60 35.92

Profit before tax 0.76 2.44

Less: Provision for Tax 0.14 0.15

Profit for the year 0.62 2.29

Add: Balance Brought forward 14.55 12.26

Carried to Balance Sheet 15.17 14.55

During the year under review the Company recorded a total revenue of Rs.1302.37 lakhs and earned a PBIDT of Rs. 54.32 Lakhs. Due to the low availability of Raw Material, Maintenance at Factory Premises and Increase in the Prices of Raw Material during the Period August - October 2011, the Production of Finished Goods at the Factory declined, however, there has been an Increase in realization price of Finished Goods, however due to a downward trend in the Production, the same had an effect on Revenues for the year 2012 and Profits for the Year.

TAXATION

Provision for tax of Rs. 0.14 lakhs for the year has been made as per the Income Tax Act, 1961.

DIVIDEND

Your Directors do not propose any dividend for the financial year ended 31st March, 2012.

INSURANCE

The Directors confirm that the fixed assets and stocks of the Company are adequately insured against fire and allied

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year nor are there any outstanding deposits, which are due for repayment.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Listing Fees for the year 2012-13.

PARTICULARS OF EMPLOYEES

The Company has no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended in respect of whom the particulars are required to be disclosed.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN- INGS AND OUTGO

Particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange as prescribed under section 217(l)(e) of the Companies Act, 1956 are given in the Annexure to this Report.

DIRECTORS:

Shri Jaspal Singh, Shri Vikas Gupta, Shri Ramanand Kini and Shri Sandeep Singh were appointed as Additional Directors pursuant to the provisions of Section 260 of the Companies Act, 1956 to hold office till the next Annual General Meeting. Your Board appointed Shri Jaspal Singh as Joint Managing Director of the Company to look after the day to day operations of the factory subject to the approval of the Members at the next Annual General Meeting. The de- tails/information regarding the appointee Director(s) are given in the Annual Report.

Shri Sachiv Sahni and Shri Surinder Sahni are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

During the year Shri A. L. Sahni, Shri Charanjit Singh Sodhi and Shri Hemant Sethi, Directors of the company resigned from the Board. Your Directors place on record the valuable services rendered by the outgoing Directors during their long tenure on the Board of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 the board of directors hereby state that:

In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures.

They have selected the accounting policies and applied 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.

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.

They have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 38BA of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, a certificate from Company Secretary in Whole Time Practice is annexed to this report regarding Secretarial Compliance

AUDITORS' REPORT

The points raised by the Auditors in their report are self explanatory and covered in the notes on the Accounts.

AUDITORS

M/s Trivedi & Reshamwala Associates, Chartered Accountants, Mumbai, Auditors of the company, retire at the ensuing Annual General Meeting. They have given in writing their unwillingness to continue in office.

Your Board of Director's of the Company makes an effort for appointment of new auditor of the Company in place of M/s Trivedi & Reshamwala Associates.

AUDIT COMMITTEE:

Audit Committee of the Board has been constituted in terms of Listing Agreement with the Stock Exchange and Section 292A of the Companies Act, 1956. Constitution and other details of the Audit Committee are given in "Corporate Governance Report" in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreement is enclosed in the Annexure to this report.

INDUSTRIAL RELATIONS:

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all levels.

For and on behalf of the Board For and on behalf of the Board Place: Bhopal (SACHIV SAHNI) (JASPAL SINGH)

Dated: 25/05/2012 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR


Mar 31, 2010

The Directors present herewith their Thirtieth Annual Report with the Audited Statement of Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS

(Rs.in lakhs)

2009-10 2008-09

Sales & Other Income 1445.37 1729.23

Profit before Interest, Depreciation and Tax 22.59 36.37

Less::

Interest 1.41 3.47

Depreciation 18.89 20.30 18.26 21.73

Profit for the year 2.29 14.64

Expenses relating to previous year - 11.90

Profit before tax 2.29 2.74

Less:

Provision for Taxes:

Deferred Tax - -

Income Tax (Current Year) 7.50 07.80

Net Profit / (Loss) after Tax (05.21) (05.06)

Balance Brought forward 17.47 22.53

Carried to Balance Sheet 12.26 17.47

TAXATION

Provision for taxation as per the Income Tax Act, 1961 for the year has been made.

DIVIDEND

Your Directors are unable to recommend any dividend for the year ended 31st March, 2010 because of the losses.

INSURANCE

The Directors confirm that the fixed assets of the Company are adequately insured against fire and allied risks on a replacement cost basis. The Stocks are also appropriately insured.

AUDITORS REPORT

The points raised by the Auditors in their report are self explanatory and covered in the notes on the Accounts.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year, nor are there any outstanding deposits, which are due for repayment.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid

Annual Listing Fees to the Bombay Stock Exchange for the year 2010-11.

PARTICULARS OF EMPLOYEES

The Company has no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended in respect of whom the particulars required to be disclosed.

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

Particulars regarding conservation of Energy, Technology Absorption, Foreign Exchange and Outgo as prescribed under section 217(1)(e) of the Companies Act, 1956 are given in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of the Companies Act,1956 and the Companys Articles of Association,

Directors Shri B. M. Kararia and Shri Hemant Sethi retire by rotation at the Thirtieth Annual General Meeting and being eligible offer himself for re-appointment.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, a certificate from Company Secretary in Whole Time Practice is annexed to this report regarding Secretarial Compliance

AUDITORS

M/s Trivedi & Reshamwala Associates, Mumbai retire as Auditors and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 the board of directors hereby state that:

1. In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures.

2. They have selected the accounting policies and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. 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.

4. They have prepared the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all the level.



For and on behalf of the Board

Place : Mumbai SACHIV SAHNI

Dated .26/07/2010 CHAIRMAN & MANAGING DIRECTOR

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