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Directors Report of Commercial Engineers & Body Builders Co Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2015.

Financial Highlights In Rs. Lacs

Particulars 2014-15 2013-14

Gross Sales 15238.46 18536.94

Net Sales (Excluding Excise Duty) 11844.38 13885.99

Other Income 239.98 268.71

Total Expenditure 18120.44 20927.81

Profit/(Loss) Before Tax and (6036.08) (6773.11) exceptional items

Exceptional Item (impairment of asset) 6300.00

Provision for Tax (2081.47) 269.97

Profit/(Loss) After Tax (10254.61) (7043.08)

Balance Brought Forward From Previous Year 2266.61 9052.57

Reversal of Proposed Dividend (Net) 257.13

Balance Carried Forward to Balance Sheet (7988.00) 2266.61

Performance at Glance

The Company has recorded gross sales of Rs. 15238.46 Lacs in the closed financial year 2014-15, which is 18.00% lesser as compared to the previous financial year.

Further your Company has recorded profit/(loss) before tax & exceptional item is Rs. (6036.08) Lacs (Previous year loss: Rs. 6,773.11 Lacs).

The Profit / (loss) after tax is at Rs. (10254.61) Lacs in the current year. (Previous year loss: Rs. 7043.08 Lacs).

A reference may please be made to Management Discussion and Analysis Section for analytical information regarding performance of the current fiscal.

Dividend

No dividend is recommended for distribution to the members for the year under review as the company has incurred losses.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2014-15 were on an arm's length basis and were in the ordinary course of the business. The Company has not enter into any material or significant related party transactions with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link. http://www.cebbco.com/docs/profile for investors.html.

The attention of Members is drawn to Note 35 of the financial statement which sets out related party disclosures.

Disclosure on Subsidiaries

The Company does not have any subsidiary.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee) and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.cebbco.com/docs/profile for investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I

Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, a Risk Management committee has been constituted by the company. The details of the committee and its terms of reference are set out in the Corporate Governance Report.

The company is continuously monitoring the risk and methods to mitigate these risks.

Internal Financial Controls

Details of internal financial control and its adequacy are included in the management discussion and analysis report, which forms part of this report.

Directors and KMP

The Board of Directors comprises of:

Mr. Anil Gopal Joshi - Chairman and Independent Director Dr. Kailash Chand Gupta - Non Executive Promoter Director Mr. Prakash Yashwant Gurav - Independent Director Mr. Prabhakar Ramchandra Dalal - Independent Director Mr. Manchi Venkat Rajarao - Independent Director Mrs. Nandini Malpani -Non Executive Promoter Director

The KMPs are as follows:

Mr. Deepak Tiwary - Chief Executive Officer Mr. Ajeet Garde - Chief Finance Officer Mr. Anurag Misra - Company Secretary

During the year following directors resigned :

Mr. Sevantilal Popatlal Shah - Independent Director Mr. Sudhir K Vadehra - Independent Director Mr. Ravi Gupta - Independent Director

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Kailash Chand Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Further we confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.cebbco.com/docs/profile for investors.html.

Statutory Auditors

M/s Deloitte Haskins & Sells LLP, firms' registration number-117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (west), Mumbai-400 013 Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. In accordance with applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, Board recommends their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.

The Notes on financial statement referred to in the Auditor's Report are self- explanatory and do not require any further comments and explanations. Further, the Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Secretarial Auditor

The Board has appointed M/s S.K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures :

Corporate Social Responsibility Committee

The CSR Committee comprises Mr. Anil Gopal Joshi (Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Ramchandra Dalal as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman) and Mr. Anil Gopal Joshi and Mr. Prabhakar Ramchandra Dalal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics Officer and other Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link http://www.cebbco.com/docs/profile for investors.html.

Meeting of the Board

Ten meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the audited financial statement.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act red with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st 2015.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

Technology Absorption

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company persistently endeavors for maintenance and improvement in quality of its products.

Foreign Outgo & Earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign Exchange Outgo of Rs. 564.00/-Lacs.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ANNEXURE III to this Report.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

3) Material changes affecting the financial position of the Company which have occured between the end of the financial year of the Company to which the financial statement relate and the date of this report - The Company has availed loan facility from finance company to the extent of Rs. 21 Crores and the same has interalia being utilised for repayment of the loan outstanding to a Bank (After negotiating a discount of Rs. 32 Lacs) for clearing of the statutory dues and for repayment of high cost loans.

4) Share Capital

During the year under review, the Company issued 2,000,000 unlisted non-convertible, cumulative redeemable preference shares of the Company of the face value of Rs. 100/- each, for an aggregate value of Rs. 20 Crore, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. As of date Rs. 45/- per share is called up and paid up out of total face value of Rs. 100/-. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Directors Responsibility Statement

Your Directors state that :

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit or loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

Commercial Engineers & Body Builders Co Ltd

Place: Mumbai Anil Joshi Date: 6th August 2015 Chairman DIN: 0019927




Mar 31, 2014

Dear Members,

The Directors present the 34th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights In Rs. Lacs

Particulars 2013-14 2012-13

Gross Sales 18536.94 59, 041.79

Other Income 268.71 138.41

Loss/Profit Before Tax (6773.11) 3,350.11

Provision for Tax 269.97 1, 499.55

Loss/Profit After Tax (7043.08) 1,850.56

Balance Brought Forward From Previous Year 9052.57 7,459.14

Balance C/F to Balance Sheet 2266.61 9052.57

Performance at Glance

The Company has recorded gross sales of Rs. 18536.94 Lacs in the financial year 2013-14, which is 68.60% lower as compared to that in the previous financial year.

The Company recorded a Loss before tax of Rs. 6773.11 Lacs (Previous year: Profit before tax of Rs 3,350.11 Lacs).

The Loss after tax was Rs. 7043.08 Lacs (Previous year: Profit after tax of Rs. 1,850.56 Lacs)

Further Company has recorded a loss of Rs. 16.91 Crores against the gross sales of Rs. 42.34 Crores in the First Quarter of the Current Fiscal (2014-15).

Dividend

No dividend is recommended for distribution to the members for the year under review as the company has incurred losses.

Directors

The Board of Directors currently consists of the following persons:

Mr. Anil Gopal Joshi - Chairman and Independent Director (Appointed on 15th July, 2014)

Dr. Kailash Gupta - Non Executive Director (Promoter) (Appointed on 15th July, 2014)

Mr. Prakash Y Gurav - Independent Director (Appointed on 15th July, 2014)

Mr. Prabhakar Dalal - Independent Director (Appointed on 15th July, 2014)

Mr. Venkat Raja Manchi Rao - Independent Director (Appointed on 15th July, 2014)

Mrs. Nandini Malpani - Non Executive Director (Promoter) (Appointed on 15th July, 2014).

The following persons who were Directors of the Company have resigned as Directors on 16th July, 2014:

Mr. Sevantilal Popatlal Shah - Independent Director (Resigned w.e.f. 16th July, 2014)

Mr. Sudhir K Vadehra - Independent Director (Resigned w.e.f. 16th July, 2014)

Mr. Ravi Gupta - Independent Director (Resigned w.e.f. 16th July, 2014)

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm''s Registration Number- 117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (west), Mumbai-400 013, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. In accordance with the applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, the Board recommends their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the 37th AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Your Company has been continuously making efforts to conserve energy in all possible ways.

During the year under review, the Company has not absorbed any Foreign Technology.

During the year under review, the Company had Foreign Exchange Earnings of Rs. Nil and Foreign Exchange Outgo of Rs. 20.01 Lacs.

Employees

There is no employee in the Company whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the amendments thereto.

Directors Responsibility Statement

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

i) That in preparation of Accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with 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 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/loss 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 and;

iv) That the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2014 on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers / financial institutions and vendors for their continued support and guidance.

For on behalf of the Board Commercial Engineers & Body Builders Co Ltd

Place : Jabalpur Anil Joshi Date : 14th August 2014 Chairman


Mar 31, 2013

The Directors take pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

Financial Highlights (Rs.Lacs )

Particulars 2012-13 2011-12

Gross Sales 59,041.79 65,373.18

Other Income 138.41 227.12

Profit Before Tax 3,350.11 5,678.16

Provision for Tax 1,499.55 1,597.97

Profit after Tax 1,850.56 4,080.19

Balance Brought Forward 7,459.14 3,378.95

From Previous Year

Capitalised 0.00 0.00 on issue of bonus shares

Balance c/f to Balance Sheet 9,309.70 7,459.14

Performance at Glance

The Company has recorded gross sales of Rs. 59, 041.79 Lacs in the closed financial year 2012-13, which is 9.68% lower as compared to the previous financial year.

Further your Company has recorded profit before tax of Rs. 3,350.11 Lacs (Previous year: Rs. 5,678.16 Lacs).

The Profit after tax is at Rs. 1,850.56 Lacs in the current year. (Previous year:Rs. 4,080.19 Lacs)

Dividend

Your Directors recommend a final Dividend of 4% (Rs 0.40/- per equity share of Rs 10/- each) to be appropriated from the profits of the year 2012- 13, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

Directors

The Board of Directors comprises of -

1 Dr. Kailash Gupta - Chairman cum Managing Director

2Mr. Ajay Gupta - Whole Time Executive Director (Resigned on 26th March, 2013)

3 Mr. Sevantilal Popatlal Shah - Independent Director

4 Mr. Sudhir K Vadehra - Independent Director

5 Mr. Akhil Shriprakash Awasthi - Non Executive Nominee Director (Resigned on 18th March, 2013)

6 Mr. Ravi Gupta - Independent Director

7 Mr. Praveen Kumar - Independent Director

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Auditors

M/s Deloitte Haskins & Sells, firms'' registration number-117366W, Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (West), Mumbai, 400 013 Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

Auditor''s report

Our auditors in clause (v) of the Annexure to the Independent Auditor''s Report have observed the need to strengthen the internal controls in the areas of purchase of inventory, fixed assets (including capital work in progress) and sale of goods and services with respect to timely and adequate maintenance of physical/electronic records .The Board & Audit Committee have directed the management to take all necessary actions/steps to strengthen the controls in the above referred areas.

The internal auditor of the company is also advised to perform the audit in these specific areas where the control weakness has been observed and report the progress to the Board & Audit Committee on periodic intervals.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Your Company has been continuously making efforts to conserve the energy in all possible ways.

During the year under review, the Company has not observed any Foreign Technology.

During the year under review, the Company has a Foreign Exchange Earnings of Rs. Nil and Rs. 6.86 Lacs as Foreign Exchange outgo.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure A forming part of this report.

Place: Jabalpur Date: 12th August 2013

Directors Responsibility Statement

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

confirm:- 1 That in preparation of Accounts for the financial year ended 31st March, 2013; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2 That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the company for the year under review.

3 That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

4 That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board

Commercial Engineers & Body Builders Co Ltd Kailash Gupta Chairman cum Managing Director


Mar 31, 2012

To the Members of Commercial Engineers & Body Builders Co Ltd

The Directors take pleasure in presenting the 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

Financial Highlights

(Rs. in Lacs)

Particulars 2011-12 2010-11

Gross Sales 65,373.18 29,991.31

Other Income 227.12 285.48

Profit Before Tax 5,678.16 727.11

provision for tax 1,597.97 157.17

Profit After Tax 4,080.19 569.94

Balance Brought Forward 3,378.95 2,809.01 From Previous year

Capitalised on issue of 0.00 0.00 bonus shares

Balance c/f to Balance 7,459.14 3,378.95

Performance At glance

The Company has recorded gross sales of Rs. 65,373.18 Lacs in the closed financial year 2011-12, which is 117.97% higher as compared to the previous financial year.

Further your Company has recorded Profit before tax of Rs. 5,678.16 Lacs (Previous year: Rs. 727.11 Lacs).

The Profit after tax is at Rs. 4,080.19 Lacs in the current year. (Previous year: Rs. 569.94 Lacs)

Dividend

No dividend is recommended for distribution to the members for the year under review in view of the expansion plans ahead of the company.

Directors

The Board of Directors comprises of

Dr. Kailash Gupta - Chairman cum Managing Director

Mr. Ajay Gupta - Whole Time Executive Director

Mr. Bharat Bakhshi - Non Executive Nominee Director (Resigned on 10th August, 2011)

Mr. Sevantilal Popatlal Shah - Independent Director

Mr. Arun Kumar Rao - Independent Director (resigned on 13th December, 2011)

Mr. Sudhir K Vadehra - Independent Director

Mr. Akhil Shriprakash Awasthi - Non Executive Nominee Director

Mr. Ravi Gupta - Independent Director

Mr. Shyam Mani - Non Executive Additional Director (Resigned on 30th january, 2012)

Mr. Praveen Kumar (appointed on 13th December 2011)

Auditors

M/s Deloitte Haskins & Sells, firms' registration number- 117366W, Chartered Accountants, 12 Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

ConserVAtion of Energy, Technology Absorption and Foreign Exchange Earnings and Out go your Company has been continuously making efforts to con-serve the energy in all possible ways.

During the year under review, the Company has not observed any Foreign Technology.

During the year under review, the Company has a Foreign Exchange Earnings of Rs. nil and Rs. 39.34 Lacs as Foreign Exchange outgo.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of

Employees) Rules, 1975 is given as Annexure A forming part of this report.

Directors Responsibility Statement

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

i) That in preparation of Accounts for the financial year ended 31st March, 2012; the applicable Accounting Standards have been followed along with 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 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 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 and;

iv) That the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2012 on a going concern basis.

Acknowledgements

your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board

Commercial Engineers & Body Builders Co Ltd

Place: jabalpur Kailash gupta

Date: 3rd August 2012 Chairman cum Managing Director


Mar 31, 2011

To the Members of

The Commercial Engineers & Body Builders Co Ltd

The Directors take pleasure in presenting the 31st Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2011.

Financial Highlights

(Rs. in Lacs)

Particulars 2010-11 2009-10

Gross Sales 295,33.84 240,96.30

Other Income 7,42.95 4,78.76

Profit Before Tax 7,27.11 30,80.11

Provision for Tax 1,57.17 10,50.19

Profit After Tax 5,69.94 20,29.92

Balance Brought Forward From Previous Year 28,09.01 15,67.01

Capitalised on issue of bonus shares - 7,87.92

Balance c/f to Balance Sheet 33,78.95 28,09.01

Performance at a Glance

Your Company has recorded gross sales of Rs. 295,33.84 lakhs in the closed financial year 2010-11, which is 22.57% higher as compared to the previous financial year. Further your Company has recorded profit before tax of Rs. 7,27.11 lakhs (PY: Rs 30,80.11 lakhs). The Profit after tax is at Rs. 5,69.94 lakhs in the current year (PY: Rs. 20,29.92 lakhs).

Dividend

No dividend is recommended for distribution to the members for the year under review in view of the expansion plans ahead of the company.

Directors

The Board of Directors comprises of Dr. Kailash Gupta - Chairman and Managing Director, Shri Ajay Gupta - Whole Time Executive Director, Sri Bharat Bakhshi - Non-Executive Nominee Director (Resigned on 10th August, 2011), Shri Sevantilal Popatlal Shah - Independent Director, Shri Arun Kumar Rao - Independent Director, Shri Sudhir K Vadehra - Independent Director, Shri Akhil Shri Prakash Awasthi - Non- Executive Nominee Director, Shri Ravi Gupta-Independent Director, Shri Shyam Mani - Non-Executive Additional Director.

Auditors

M/s Deloitte Haskins & Sells, registration number-117366W, Chartered Accountants, 12 Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting. Being eligible, the Auditors offer themselves for re-appointment.

"The Co, has received a letter, from them to the effect that their appointment, if made. would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956. You are requested to consider their appointment."

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company has been continuously making efforts to con-serve energy in all possible ways.

During the year under review, the Company has not absorbed any Foreign Technology.

During the year under review, the Company has had no Foreign Exchange Earnings of and a Foreign Exchange outgo of Rs. 0.27 lakhs.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given as Annexure A forming a part of this report.

Directors Responsibility Statement

Pursuant to Section 224 (1B) of the Companies Act, 1956, the Directors confirm:

i) That in preparation of accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed along with 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 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 the year under review.

iii) That the Directors have taken proper and sufficient care towards maintening 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;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on agoing concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board,

Commercial Engineers & Body Builders Co Ltd.,

Dr. Kailash Gupta

Chairman and Managing Director

Place: labalpur

Date: 10th August, 2011

 
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