Directors Report of Continental Controls Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in placing before you the 19th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2014:

FINANCIAL HIGHLIGHTS

Rs. In Lacs PARTICULARS 2013-14 2012-13

Sales 361.13 326.09

Other Income 10.88 3.84

Profit before Finance cost, depreciation and tax 60.20 60.83 expenses

Finance Cost 15.59 18.61

Depreciation 27.22 27.33

Tax expenses (including deferred tax) 8.83 (3.26)

Profit after tax 8.56 18.73

Profit & Loss Account Balance B/f 15.56 (3.17)

Balance carried to the Balance Sheet 24.12 15.56

DIVIDEND

In view of the requirement of working capital for the Companies activities, the Directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company''s turnover has increased from Rs. 326.09 Lacs to Rs. 361.13 Lacs. The Net Profit Before tax is Rs. 17.39 Lacs against the last year profit of Rs. 15.47 lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company''s products continues to be good.

DIRECTORS

Mr. Amit N. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2014-15.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

ii) 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, 2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 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 on a ''going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 217 (1) (e)l

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your Company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to Company''s operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology- Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 1.62 Lac (PY 102.33 Lacs) and utilized foreign exchange worth Rs. 158.26 Lacs (PY Rs. 113.35 Lacs).

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice.

RESUBMSSION OF DIRECTORS ON AUDITORS QUALIFICATION:

The observations made in the Auditors'' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Navin G. Thakkar Chairman & Managing Director

Place : Mumbai Date : 28th May; 2014

Registered Office: Gala No. 202, Krishna House, Shailesh Udhyog Nagar, Opp. Nicholas Garage, Sativali Road, Waliv, Vasai (East) Dist. Thane- 401208

---

Mar 31, 2013

The Members,

The Directors have pleasure in placing before you the 18th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2013:

Rs Rs FINANCIAL HIGHLIGHTS

ACCOUNTING YEAR 2012-2013 2011-2012

Sales 326.09 320.00

Other Income 3.84 8.03

Profit before Finance cost, depreciation and tax 60.83 59.56 expenses

Finance Cost 18.61 17.36

Depreciation 27.33 26.98

Tax expenses (3.84) (6.39)

Profit after tax 18.73 21.60

Profit & Loss Account Balance B/f (3.17) (24.78)

Balance carried to the Balance Sheet 15.56 (3.17)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company''s turnover has increase from Rs. 320.00 Lacs to Rs. 326.09 Lacs. The Net Profit Before tax is Rs. 15.47 Lacs against the last year profit ofRs. 15.22 lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company''s products continues to be good.

DIRECTORS

Mr. Kanaiyalal S. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2013-14.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 5 8-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

ii) the Directors 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, 2013 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 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 on a ''going concern'' basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217 (DM}

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to Company''s operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology- Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 38.39 Lac''s and utilized foreign exchange worth Rs. 113.36 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice.

RESUBMISSION OF DIRECTORS ON AUDITOR''S QUALIFICATION;

The observations made in the Auditors'' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G. Thakkar

Chairman & Managing Director

Place : Mumbai

Date :30th May 2013

Registered Office:

Gala No. 202, Krishna House, ShaileshUdhyogNagar, Opp. Nicholas Garage, Sativali Road, Waliv, Vasai (East)Dist. Thane- 401208

---

Mar 31, 2012

The Directors have pleasure in placing before you the 17th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2012:

Rs Rs FINANCIAL HIGHLIGHTS (In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2011-2012 2010-2011

Sales 320.00 330.31

Other Income 8.03 17.25

Profit before Finance cost, depredation and tax 59.56 55.55 expenses

Finance Cost 17.36 12.32

Depreciation 26.98 27.69

Tax expenses (6.39) (3.41)

Profit after tax 21.60 18,96

Profit & Loss Account Balance B/f (24.78) (43.74)

Balance carried to the Balance Sheet (3,17) (24.78)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company's turnover has decreased from Rs. 330.31 Lacs to Rs. 320.00 Lacs. The Net Profit Before tax is Rs. 15.22 Lacs against the last year profit of Rs. 15.54 lacs. ¦

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company's products continues to be good.

DIRECTORS

Mr. Kanaiyalal S. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2012-13.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

ii) the Directors 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, 2012 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the 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 on a 'going concern' basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.

1 A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been company's operations, continuously absorbed and adopted to suit to Company's operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology - Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 103.22 Lacs and utilized foreign exchange worth Rs. 64.78 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice

RESUBMSSION OF DIRECTORS ON AUDITOR'S OULIFIC ATION:

The observations made in the Auditors' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G.Thakkar Chairman & Managing Director

Place : Mumbai.

Date :28th August; 2012 Registered Office:

Gala No. 202, Krishna House, Shailesh UdhyogNagar,

Opp. Nicholas Garage, Sativali Road,

Waliv, Vasai (East), Dist. Thane-401208

---

Mar 31, 2011

The directors have pleasure in placing before you the 6th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2011:

FINANCIAL HIGHLIGHTS Rs. Rs. (In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2010-2011 2009-2010

Sales 330.31 333.56

Other Income 17.25 18.28

Profit before interest, depreciation and 55.55 58.91 taxation

Interest 12.32 15.15

Depreciation 27.69 28.09

Provision for taxation (net) 3.41 (5.30)

Profit after tax 18.96 10.38

Profit & Loss Account Balance B/f (43.74) (54.25)

Excess provision of income tax & FBT 0.14

Balance carried to the Balance Sheet (24.78) (43.74)

DIVIDEND

In view of the requirement of working capital for the Companies activities, the directors have not recommended am distribution of dividend.

OPERATIONS

During the year under review the Company's turnover has decreased from Rs. 333.56 Lacs to Rs 33031 Lacs, The Net Profit Before tax is Rs. 15.54 Lacs against the last year profit of Rs. 15.68 lacs

CURRENT OUTLOOK & BUSINESS ACTTVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand tor company's products continues to be good.

DIRECTORS

Mr. Pradeep C. Gaglani retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the financial Year 2011-12

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5.00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2011 -

i) The applicable accounting standards have been followed along with

proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period ended 31st March. 2011.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956,, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice and attached with this report.

RESUBMSSION OF DIRECTORS ON AUDITOR'S OULIHCATION:

The observations made in the Auditors' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members tor their continued support and confidence.

By Order of the Board Navin G.Thakkar Chairman &. Managing Director Place : Mumbai. Date : 27th August; 2011

Registered Office:

Gala No, 202, Shailesh Udhyog Nagar, Opp. Nicholas Garage, Sativali Road Waliv, Vasai (East) Dist. Thane- -101208

---

Mar 31, 2010

The directors have pleasure in placing before you the 15th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2010:

FINANCIAL HIGHLIGHTS Rs. Rs.

(In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2009-2010 2008-2009

Sales 333.56 250.02

Other Income 18.28 24.47

Profit before interest, depreciation and taxation 58.91 (72.41)

Interest 15.15 10.99

Depreciation 28.09 29.21

Provision for taxation (net) (5.30) (19.40)

Profit after tax 10,38 (93.21)

Profit & Loss Account on A/c of Demerger - 117.21

of Software Division

Profit and Loss Account balance B/f (54.25) (78.25)

Balance carried to the Balance Sheet (43.74) (54.25)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Companys turnover has increased from 250.02 Lacs to 333.56 Lacs. The Net Profit Before Interest, Depreciation and Tax is Rs. 58.91 Lacs against the last year loss of Rs. (72.41) Lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity-Aitilization and consequently good growth in exports as well as local sales turnover. The demand for companys products continues to be good.

DIRECTORS

Mr. Samir N. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Companys shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2010-11.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year

under review, as stipulated under Clause 49 of the Listing

Agreement with Stock Exchange, Mumbai, is included in this

Annual.Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Company Secretary on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the CompaniesAct, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.24,00,000/- per annum during the year under review, if employed for full year or more than Rs. 2,00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2010-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the period ended 3 lst March, 2010.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217 (I)(e))

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to companys operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

C. Foreign Exchange Earning and Outflow:

During the year under review; your company earned a foreign exchange of Rs. 197.15 Lacs and utilized foreign exchange worth Rs.80.01 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice and attached with this report.

RESUBMSSION OF DIRECTORS ON AUDITORS QULIFICATION:

The observations made in the Auditors Report in clause (i) (a) & (vii) are self explanatory and the management is taking effective steps for the rectification and therefore, do not call for any further comments under section 217 of the Companies (Amendment) Act, 2000.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would 1 jk-e to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G.Thakkar

Chairman & Managing Director

Place : Mumbai.

Date :30th August 2010

Registered Office:

GalaNo. 202, Krishna House,

Shailesh UdhyogNagar,

Opp. Nicholas Garage,

Sativali Road, Waliv,

Vasai (East), Dist.

Thane-401208