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Directors Report of Control Print Ltd.

Mar 31, 2015

Dear Members,

1. CORPORATE OVERVIEW:

The Company is India's leading player in coding and marking solutions business having its corporate headquarter in Mumbai.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner the form and substance of transactions and reasonably present your Company's state of affairs, profit and cash flows for the year ended March 31,2015.

2. FINANCIAL RESULTS:

Your Directors have great pleasure in presenting the Twenty-fourth Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31st March, 2015.

Particulars Current Year Previous Year 2014-15 2013-14

Sales & Service Income 11,292.33 9,105.77

Other Income including Exceptional Income 363.00 98.10

Total Income 11,655.33 9,203.87

Profit before Depreciation & Tax 2,986.69 2054.47

Less: Depreciation 191.78 118.18

Net Profit before Taxation 2,794.91 1,945.07

Less: Provision for Taxation 790.00 525.00

Deferred Tax (Assets) / Liability (11.23) 0.09

Earlier years adjustment 100.89 8.78

Net Profit After Tax & Extraordinary Items 1,915.25 1,411.20

Balance brought forward 4,263.53 3,278.68

Balance available for appropriation 6,178.78 4,689.88

Proposed Dividend 393.93 236.21

Tax on Dividend 78.76 40.14

Transfer to General Reserve 200.00 150.00

Adjustments Relating to Fixed Assets

- Depreciation Impact 19.90 -

Schedule II

Transfer to Exchange Fluctuation Translation Reserve 16.10 -

Balance carried to Balance Sheet 5,470.09 4,263.53

Overview of Company's Financial Performance

Despite a competitive environment, your Company delivered good results. Your Company's business continues to grow. Income from Sales for the year increased to Rs. 11,292.33 lakh as against Rs. 9105.77 lakh during the previous year.

The Profit Before Tax during the year was Rs. 2,794.91 lakh as against Rs. 1,945.07 Lakh during the previous year. The Profit After Tax & Extraordinary Item also increased, standing at Rs. 1,915.25 lakh as against Rs. 1411.20 Lakh during the previous year.

Your Company continued to lay emphasis on cash generation driven by strong business performance, focus on efficiencies, cost management and continued efficient collection system. Your Company achieved its goals by focusing on strategic initiatives which are: engaging to build own brands, innovation for growth, being effective and efficient and leading to win.

There are no material changes and commitments affecting the financial position of your company which occurred between the end of financial year 2014 -15 and the date of this report.

3. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Clause 32 of the listing agreement with the stock exchanges, the consolidated financial statement has been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditor's Report forms part of the Annual Report.

4. SUBSIDIARY COMPANY :

The Company continues to hold and have control over its wholly owned subsidiary Company viz. "Liberty Chemicals Private Limited".

Pursuant to the provisions of Section 129(3) of Companies Act, 2013, a statement containing the salient features of financial statements of Subsidiaries in Form AOC-1 is attached to the Accounts. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company www.controlprint.com.

5. DIVIDEND:

During the year, the Company paid an Interim Dividend of 20% i.e. Rs. 2/- (Rupees Two only) per Equity Share of Rs. 10 /- each. Your Directors are pleased to recommend a final dividend of Rs. 2/- (Rupees Two only) per Equity Share making it Rs. 4/- for this year. If approved by the shareholders the total dividend payout will be Rs. 393.93 Lakhs.

6. TRANSFER TO GENERAL RESERVE:

The Company proposes to transfer an amount of Rs. 200.00 lakh to the General Reserve. An amount of Rs. 1,206.56 lakh is proposed to be retained in the Statement of Profit and Loss.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

I. Appointment:

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Rakesh Agrawal (DIN: 00057955), Mr. S. S. Jangid (DIN: 01186353) and Mr. Gaurav Himatsingka (DIN: 00050776) were appointed as Independent Directors on the Board of Directors of your Company at the 23rd Annual General Meeting of your Company held on 12th September 2014 to hold office up to five consecutive years up to 31st March, 2019.

Ms. Nyana Sabharwal (DIN: 02997515) has been appointed as an Additional Director and designated as Whole-time Director by the Board of Directors w.e.f. 1st October 2014.

Ms. Nyana Sabharwal is Post Graduate Diploma in Public Relations and Corporate Communications and Masters of Science in NGOs and Development. As an Additional Director, Ms. Nyana Sabharwal shall hold office up to the date of ensuing Annual General Meeting. The Company has received a written notice as per the provisions of Section 160 of the Companies Act, 2013, from a member proposing her candidature for the office of Director.

II. Retirement by rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Shiva Kabra (DIN: 00190173) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Further details about the above directors are given in the Notice convening the Annual General meeting.

III. Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

IV. Evaluation of the Boards' Performance:

In Compliance with the requirements of provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation on 30th June 2015 of the directors individually as well as the evaluation of the working of the Board as a whole and the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

V. Remuneration Policy:

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors and Key Managerial Personnel as approved by the Nomination and Remuneration Committee of the Board. The policy also lays down the criteria for selection of Directors. Further details of the same forms part of the Corporate Governance Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Directors to the best of knowledge and belief hereby confirm that:

(a) in the preparation of the Annual Accounts for the Financial Year 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 as at the 31st March, 2015 and of the profit and loss of the Company for the year ended 31st March, 2015;

(c) the Directors have 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;

(d) the Directors had prepared Annual Accounts on a going concern basis;

(e) the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are in place, however they are required to be continuously evaluated and strengthened for operating effectively; and

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

10. CORPORATE GOVERNANCE:

As required pursuant to Clause 49 of Listing Agreement of the Stock Exchanges, a separate section containing Corporate Governance, as approved by the Board of Directors, together with the Certificate from the Auditors of the Company confirming the compliance with the requirements of Corporate Governance forms part of this Annual Report.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

I. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT - 9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure "A".

II. Number of Board Meetings:

During the year, the Board of Directors met five times. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement. Pursuant to Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was also convened during the year.

III. Increase in share capital:

During the year, the Company has allotted Equity shares to Promoters and Promoter Group as mentioned below:

a) 375,000 Equity Shares on exercise of option to convert 375,000 warrants on 30th May 2014.

b) 400,000 Equity shares on exercise of option to partly convert 1,000,000 warrants on 10th November 2014.

c) Consequently, the paid up Equity share capital of the Company has increased from Rs. 90,732,480/- to Rs. 98,482,480/- comprising of 9,848,248 Equity Shares of Rs. 10/- each.

Presently, 600,000 warrants allotted to the Promoters and Promoter Group on preferential basis are pending to be converted.

IV. Related Party transactions:

All existing transactions with the related parties during the year under review were on arm's length basis. Further, there are no material significant related party transactions with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions entered into with Related Parties during the year under review do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC -2 is not required.

The details of the related party transactions as required under Accounting Standard - 18 are set out in notes to accounts to the standalone financial statements forming part of this Annual Report.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions.

The policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company. The web-link of the same is: www.controlprint.com

V. Utilisation of proceeds of capital raised by public or right issue or preferential allotment as per SEBI (ICDR) Regulations, 2009

During the year, Company has not made public or right issue. Promoters had exercised the option of converting 375,000 warrants issued on 25th February 2013 and 400,000 warrants out of 1,000,000 warrants issued on 27th January 2014 into Equity Shares. 600,000 warrants are pending for conversion as on 31st March, 2015.

The proceeds of the preferential issue of warrants was utilized for its main object which was to fund the various growth plans, future investments and other general corporate purpose of the Company.

12. AUDITORS AND AUDITORS' REPORT:

I. Statutory Auditors:

M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the Company were re-appointed at the 23rd Annual General Meeting for a term of three years till the conclusion of the 26th Annual General Meeting subject to ratification by shareholders at each Annual General Meeting. Your Board recommends the ratification of appointment of the Statutory Auditors.

M/s. Dosi & Jain, pursuant to Section 141(3) of the Companies Act, 2013 have furnished written consent and a certificate stating that they are eligible for re-appointment and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. In terms of Clause 41(1)(h) / 49 of the Listing Agreement, the Statutory Auditors of your Company are subjected to the Peer Review Process of the ICAI and hold a valid certificate issued by Peer Review Board of ICAI.

There is no qualification for the year under review in the Audit Report.

II. COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013, and Companies (Cost Records and Audit) Rules, 2014 the Company carries out an audit of cost records. The Board of Directors, on recommendation of Audit Committee, has appointed Mr. Paresh Jaysih Sampat, as Cost Auditors to audit the cost records of the Company for the Financial Year 2015-16. The remuneration proposed to be paid to the Cost Auditor, would not be exceeding Rs. 1,55,000 (Rupees One Lakh Fifty Five Thousand Only) excluding taxes and out of pocket expenses, if any. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to Cost Auditor forms part of the Notice convening the Annual General Meeting. Mr. Paresh Sampat has confirmed that his appointment is within the limits of the Section 141 of the Companies Act, 2013, and also has certified that he is free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost auditor certifying his independence and arm's length relationship with the Company.

The Cost Audit Report for the Financial Year 2012-13 was placed before the Board at their meeting held on 30th May 2015.

III. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Pradeep Purwar & Associates, Practising Company Secretaries, to carry out Secretarial Audit in terms of Section 204 of the Companies Act, 2013, for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as Annexure "B".

Management reply to Observations raised in the Secretarial Audit Report are as under:

Sr No Applicable Law

1 Non filing of MGT-14 for appointment of CFO under Companies Act, 2013 and Rules made thereunder

Observation

The Company had already filed Form DIR 12 and Form MR 1 to intimate the Registrar of Companies about re-designation of CFO as KMP of the Company. Filing of Form MGT 14 was inadvertently missed out. The Company will initiate steps to apply for condonation of delay in filling Form MGT-14.

2. Late intimation to Stock exchange of disclosures received under Regulation 13(2) and 13(4) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

Filing of intimation to Stock Exchange was missed inadvertently. The Company will ensure timely filing of intimation in future.

3. Basic salary paid to employees / workers in some cases is less than the limit prescribed by the respective state governments under Minimum Wages Act, 1936

The Company has revised the salary structure from April 2015 to ensure compliance with provisions of Minimum Wages Act, 1936

4. Non-submission of annual return of hazardous

waste on Form-4 and Environment Statement on Form V under Hazardous Wastes (Management and Handling) Rules, 2008

The Company will ensure that annual and other returns will be filed on timely basis with provisions of Hazardous Wastes (Management and Handling) Rules, 2008.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has internal controls in place and internal auditors periodically reviews the same and reports on the effectiveness. The Company now also recognizes the need of reviewing the internal control systems to ensure the same is commensurate with its size, scale and ever increasing complexities of its operations. The Audit Committee and the Board of Directors welcomes the change in the Companies Act, 2013 in terms of emphasizing the importance of internal financial controls and shall take all requisite action to ensure a robust control mechanism is put in place through organization structure, policies and processes with manual and automated control built and tested to ensure safeguarding of its assets, accuracy and completeness of the accounting records, timely preparation of reliable financial information and prevention and detection of frauds and errors.

14. BUSINESS RISK MANAGEMENT:

Pursuant to the requirement of revised Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the committee forms part of the Corporate Governance Report. The Company has also adopted a Risk Management Plan to assess risk and for laying risk minimization procedures.

The Company is laying down a well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process. A detailed exercise shall be carried out to identify, evaluate, manage and monitor both business and non-business risks.

The Company is re-visiting its approach towards risk and shall periodically review and mitigate them through proper policies in place to manage all types of risk majorly financial risk, business risk, inventory pricing risk, regulatory risk and HR risk through review, audit and reporting mechanism.

15. WHISTLE BLOWER MECHANISM:

In compliance with Section 177(9) of Companies Act, 2013 and Clause 49 of Listing Agreement, Company has established Whistle Blower Mechanism. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The details of vigil mechanism is available in the website of the Company www.controlprint.com.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the provisions of Section 135 of the Companies Act, 2013 the Company has constituted a CSR Committee. The Company has adopted a CSR policy the scope of which includes Education, Innovation, Gender Equality, Health Care and Rural Development. These scopes are in accordance with Schedule VII of the Companies Act, 2013. The CSR policy of the Company is available on its website www.controlprint.com. As part of the CSR initiatives, the Company has supported projects as specified in Annexure "C".

During the year the Company could not spend the entire 2% of its average profit of the last three years as there was delay in the process of initiation of the school adoption program as approved by the Board.

17. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

The Company sends letters through its RTA to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of Rs. 229,963/- (Final dividend for the Financial Year 2005-06) to Investor Education & Protection Fund (IEPF), which was pending to be transferred due to some technical problems. Further the Company had also transferred Rs. 332,958/- (Final dividend for the Financial

Year 2006-07) to IEPF, the amount which was due & payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205C of the Companies Act, 1956. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

18. FIXED DEPOSIT:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 2014 read with Section 73 of the Companies Act, 2013.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.

20. PARTICULARS OF EMPLOYEES:

The information required under Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been given in Annexure - "D" appended hereto and forms part of this report.

21. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, a statement showing particulars with respect to Conservation of Energy, Technology Absorption and a Foreign Exchange Earning and Outgo is annexed hereto as Annexure "E" and forms part of this Report.

22. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

23. ENVIRONMENT AND SAFETY:

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavors that the conduct of all operations are in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has a policy for the prevention of sexual harassment. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the law as well as the policy. The Company has not received any complaints relating to sexual harassment at work place from any women employee, during the year.

25. APPRECIATION:

Your Directors takes this opportunity to express their deep sense of gratitude to high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company.

For and on behalf of the Board of Directors

Basant Kabra Shiva Kabra Managing Director Whole-time Director Mumbai, 30th June, 2015 DIN: 00176807 DIN: 00190173


Mar 31, 2014

1. CORPORATE OVERVIEW:

The Company is India''s Leading player in coding and marking solutions business having its corporate headquarters in Mumbai.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner the form and substance of transactions and reasonably present your Company''s state of affairs, profit and cash flows for the year ended 31st March, 2014.

2. FINANCIAL RESULTS:

The Directors have pleasure in presenting the Twenty-third Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31st March, 2014.

(Rs. In lacs)

Particulars Current Year Previous Year 2013-14 2012-13

Sales & Service Income 9,105.77 7,982.15

Other Income including Exceptional Income 98.10 100.49

Total Income 9,203.87 8,082.64

Profit before Depreciation & Tax 2,054.47 1,599.94

Less: Depreciation 118.18 96.33

Net Profit before Taxation 1,936.29 1503.61

Less: Provision for Taxation 525.00 233.09

Deferred Tax (Assets) / Liability 0.09 26.52

Net Profit 1,411.20 1244.00

Earlier years adjustment 8.78 12.17

Balance brought forward 3,278.68 2,346.99

Balance available for appropriation 4,689.88 3,590.99

Proposed Dividend 236.21 181.47

Tax on Dividend 40.14 30.84

Transferred to General Reserve 150.00 100.00

Balance carried to Balance Sheet 4,263.53 3,278.68

Business Performance

Despite a competitive environment, your Company delivered good results. Your Company''s business continues to grow. Income from Sales for the year increased to Rs. 9,105.77 lakh as against Rs. 7,982.15 during the previous year.

The Profit Before Tax during the year was Rs. 1,936.29 lakh as against Rs. 1,503.61 lakh during the previous year. The Profit After Tax also increased, standing at Rs. 1,411.20 lakh as against Rs. 1,244.00 lakh during the previous year.

Your Company continued to lay emphasis on cash generation driven by strong business performance, focus on efficiencies, cost management and continued efficient collection system. Your Company achieved its goals by focusing on strategic initiatives which are: engaging to build own brands, innovation for growth, being effective and efficient and leading to win.

3. FINANCE AND ACCOUNTS:

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self explanatory and therefore do not call for any further comments.

4. DIVIDEND:

Your directors recommend payment of final dividend of Rs. 2.50 (Rupees Two and Fifty Paise Only) per Equity Share of the face value of Rs. 10 /- each for the Financial Year ended 31st March, 2014.

5. CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21 issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Your Company continues to closely track developments in the packaging industry and particularly in Coding and Marking segment in order to optimize its business model to cope with the threats and promises these developments hold.

7. DIRECTORS:

Mr. Basant Kabra retires from the Board by rotation and is eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Director.

8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of Rs. 292,219/- (Interim dividend for the Financial Year 2005-06) to Investor Education & Protection Fund (IEPF), the amount which was due & payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205C(2) of the Companies Act, 1956. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

Transfer of unpaid dividend for the Financial Year 2005-06 (Final) is pending to be transferred to IEPF due to some technical problems. Necessary actions and steps are being taken to transfer the unpaid dividend to IEPF.

9. STATUTORY AUDITORS:

M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Board recommends their re-appointment.

M/s. Dosi & Jain, pursuant to Section 141(3) of the Companies Act, 2013 have furnished the certificate of their eligibility for re-appointment.

10. COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records. Subject to the approval of the Central Government, the Company has appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14.

The Compliance Report for the Financial Year 2011 – 2012 was filed on 26th June 2013.

The Cost Audit Report for the Financial Year 2012 – 2013 was placed before the Board at their meeting held on 30th May 2014.

11. INTERNAL CONTROL SYSTEMS AND THE :IR ADEQUACY

Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures.

The Audit Committee actively reviews the adequacy, efficiency and effectiveness of the internal control system and suggests improvements for strengthening them at regular interval.

The Audit Committee, Statutory Auditors and the Chief Financial Officer are periodically apprised of the internal audit findings and corrective actions taken. Internal Audit plays a key role by providing assurance to the Board of Directors and value addition to the business operations.

12. ISSUE OF WARRANTS ON PREFERENTI:AL BASIS:

During the year, the Company has issued 10,00,000 Warrants convertible into Equity Shares of Rs. 10/- each at a premium of Rs. 43.23 per Share as per the SEBI Guidelines to the Promoters and Promoter Group of the Company on preferential basis for which Company has received in-principle approval from Bombay Stock Exchange

13. INVESTMENT IN SUBSIDIARY COMPANY :

The Company continues to hold and have control over its Wholly Owned Subsidiary Company viz. "Liberty Chemicals Private Limited". The Statement required under Section 212 of the Companies Act, 1956 is attached to the Annual Report.

14. FIXED DEPOSIT:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

15. PARTICULARS OF EMPLOYEES:

In accordance with the requirements of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended regarding employees is given in ''Annexure - A'' to the Directors'' Report.

16. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo is annexed hereto as ''Annexure – B'' and form part of this Report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates are made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profits of the Company for the year ended 31st March, 2014;

c) proper and sufficient care has been taken 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 frauds and other irregularities;

d) the accounts for the financial year ended 31st March 2014 have been prepared on a going concern basis.

18. CORPORATE GOVERNANCE:

As required pursuant to Clause 49 of Listing Agreement of the Stock Exchanges, a separate section containing Corporate Governance and Management Discussion and Analysis Reports, as approved by the Board of Directors, together with the Certificate from the Auditors of the Company confirming the compliance with the requirements of Corporate Governance policies forms part of this Annual Report.

19. ENVIRONMENT AND SAFETY:

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

20. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up a Committee to look into complaints relating to sexual harassment at work place of any women employee.

In view of the said Act being notified on 9th December, 2013, the Company is in the process of setting up the requisite Committee and putting other Compliance requirements in place.

The Company has not received any complaints relating to sexual harassment at work place from any women employee, during the year.

21. APPRECIATION:

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. The Directors also wish to place on record their gratitude to the Members for their continued support and confidence.

For and on behalf of the Board of Directors

Basant Kabra Shiva Kabra Managing Director Whole-time Director Mumbai, 30th May, 2014


Mar 31, 2013

To, The Members of Control Print Limited

1. CORPORATE OVERVIEW:

The Company is India''s Leading player in coding and marking solutions business having its corporate headquarters in Mumbai.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner the form and substance of transactions and reasonably present your Company''s state of affairs, profit and cash flows for the year ended March 31, 2013.

2. FINANCIAL RESULTS:

The Directors have pleasure in presenting the Twentysecond Annual Report of your Company '', along with the Audited Statement of Accounts for the year ended 31st March, 2013. ;

(In lacs)

Current Year Previous Year 2012-13 2011-12

Sales & Service Income 7982.15 6654.35

Other Income including Exceptional Income 100.49 410.34

Total Income 8082.64 7064.69

Profit before Depreciation & Tax 1599.94 1190.65

Less: Depreciation 96.33 88.99

Net Profit before Taxation 1503.61 1101.67

Less: Provision for Taxation 233.09 170.00

Deferred Tax (Assets) / Liability 26.52 90.73

Net Profit 1244.00 840.94

Earlier years adjustment 12.17 15.73

Balance brought forward 2346.99 1797.65

Balance available for appropriation 3590.99 2638.59

Proposed Dividend 181.47 173.46

Tax on Dividend 30.84 28.14

Transferred to General Reserve 100.00 90.00

Balance carried to Balance Sheet 3278.68 2346.99

3. FINANCE AND ACCOUNTS:

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory.

4. DIVIDEND:

Your directors recommend payment of final dividend of Rs.2/- (Rupees Two Only) per equity share of the face value of Rs.10/- each for the Financial Year ended 31st March, 2013 subject to approval by the Shareholde

5. CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard (AS) 21 prescribed by The Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiary Company is annexed to this,Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Your Company continues to closely track developments in the packaging industry and particularly in Coding and Marking segment in order to optimize its business model to cope with the threats and promises these developments hold.

7. DIRECTORS:

During the year, Mr. Basant Kabra was re-appointed as Managing Director of the Company w.e.f 1st January, 2013. Also, Mr. Shiva Kabra was re-appointed as Wholetime Director of the Company w.e.f 1st April, 2013. The Board commends the resolution for your approval.

Mr. S. S. Jangid retires from the Board by rotation and is eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directo

8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of Rs.6,79,350 to Investor Education & Protection Fund, the amount which was due & payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205C(2) of the Companies Act, 1956. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

9. AUDITORS:

M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act, 1956 have furnished the certificate of their eligibility for re-appointment.

10. SHARE CAPITAL:

During the year, Company has issued 4,00,000 equity shares to the Promoters by way of Preferential Issue through conversion of warrants. Hence, your Company''s paid up Equity Share Capital has increased to Rs.9,07,32,480 comprising of 90,73,248 equity shares of Rs.10/- each. At the same time, the Company has also issued 3,75,000 Warrants convertible into Equity Shares of Rs.10/- each at a premium of Rs.43.60/- per Share as per the SEBI Guidelines to the Promoters of the Company on preferential basis for which Company has received in-principle approval from Bombay Stock Exchange

11. INVESTMENT IN SUBSIDIARY COMPANY :

The Company continues to hold and have control over its wholly owned subsidiary Company viz. "Liberty Chemicals Private Limited". The Statement required under Section 212 of the Companies Act, 1956 is attached and forms part of this Annual Report.

12. FIXED DEPOSIT:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

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

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo is annexed hereto as Annexure -A'' and form part of this Report.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates are made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profits of the Company for the year ended 31st March, 2013;

c) Proper and sufficient care has been taken 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 frauds and other irregularities;

d) The accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

15. PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended regarding employees is given in ''Annexure - B'' to the Directors Report.

16. CORPORATE GOVERNANCE:

As required pursuant to Clause 49 of the Stock Exchanges Listing Agreement, a separate section containing Corporate Governance and Management Discussion and Analysis Reports, as approved by the Board of Directors, together with the Certificate from the Auditors of the Company confirming the compliance with the requirements of Corporate Governance policies is set out in a separate section forming part of this Annual Report.

17. COST AUDITORS:

Cost Accounting Record Rules issued by the Ministry of Corporate Affairs are applicable to the Company. Hence, Company is now required to maintain cost accounting records and get them audited for the financial year 2012-13.

The Board appointed M/s Paresh Jaysih Sampat, Cost Accountants as Cost Auditors of the Company for the financial year 2012-13.

The Cost Audit Report will be filed with the Centra! Government as per the timelines.

18. ENVIRONMENT AND SAFETY:

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

19. APPRECIATION:

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Shiva Kabra S. S. Jangid Whole time Director Director

Mumbai, 30th May, 2013


Mar 31, 2012

To,The Members of Control Print Limited

1. CORPORATE OVERVIEW:

The Company is India's Leading player in coding and marking solutions business having its corporate headquarters in Mumbai.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner the form and substance of transactions and reasonably present your Company's state of affairs, profit and cash flows for the year ended March 31,2012.

2. FINANCIAL RESULTS:

The Directors have pleasure in presenting the Twenty-first Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31 st March, 2012.

(Rs.In lacs)

Current Year Previous Year

2011 -2012 2010-2011

Sales & Service Income 6654.35 5797.20

Otherlncome including Exceptional Income 410.34 493.16

Total Inoome 7064.69 6290.36

Profit before Depreciation & Tax 1190.66 866.86

Less: Depreciation 88.99 99.28

Net Profit before Taxation 1101.67 767.58

Less: Provision for Taxation 170.00 155.00

Deferred Tax (Assets)/Liability 90.73 24.84

Net Profit 840.94 587.74

Earlier years adjustment 15.73 7.12

Balance brought forward 1797.65 1259.91

Balance available for appropriation 2638.59 1847.65

Proposed Dividend 173.46 -

Tax on Dividend 28.14 -

Transferred to General Reserve 90.00 50.00

Balance carried to Balance Sheet 2346.99 1797.65

3. FINANCEANDACCOUNTS:

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory. The Schedule VI of the Companies Act, 1956 has been revised by the Ministry of Corporate Affairs vide its notification dated February 28, 2011. The notification is in force and is applicable for all Balance Sheets and Statement of Profit and Loss to be prepared for the financial year commencing on or after April 1, 2011. Therefore, the previous period figures have been regrouped/recast wherever necessary.

4. DIVIDEND:

Your directors have recommended the payment of final dividend of Rs.2/- (Rupees Two Only) per Equity Shares of the face value of Rs.10/- each for the Financial Year ended 31st March, 2012.

5. CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard (AS) 21 prescribed by The Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiary is annexed to this Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming partite Annual Report.

Your Company continues to closely track the developments in the packaging industry and particularly in Coding and Marking segment in order to optimize its business model to cope with the threats and promises these developments hold.

7. DIRECTORS:

During the year, no director has been appointed or resigned from the Board of Directors of the Company.

Mr. Rakesh Shivbhagwan Agrawal retires from the Board by rotation and is eligible for re- appointment at the forthcoming Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors.

8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

The Company sends letters to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of 76,79,351.34 to Investor Education & Protection Fund, the amount which was due & payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 205C(2) of the Companies Act, 1956. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

9. AUDITORS:

M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act, 1956 have furnished the certificate of their eligibility for re-appointment.

10. SHARE CAPITAL:

During the year, Company had not issued any shares to the shareholders of the Company or to the general public. Hence, your Company's paid up Equity Share Capital remain same of Rs.8,67,32,480 comprising of 86,73,248 equity shares of Rs. 10/- each but at the same time, the Company has issued 4,00,000 Warrants convertible into Equity Shares of Rs. 10/- each at a premium of X 27.Ml- per Share as per the SEBI Guidelines to the Promoters of the Company on preferential basis for which Company has received in-principle approval from Bombay Stock Exchange (BSE).

11. INVESTMENT IN SUBSIDIARY COMPANY:

During the year, your Company has acquired "Liberty Chemicals Private Limited" as its wholly owned subsidiary. The acquisition would enhance shareholders value since Liberty Chemicals Private Limited owns a plot of land as a valuable asset. Control Print Limited intends to explore diversification in real estate business in future post feasibility study on its plans.

Additionally the Company has invested Rs. 3,70,00,000/- in its subsidiary company by way of subscribing to the right issue of 18,50,000 Equity Shares of Rs. 10/- each (at premium of Rs. 10/-each). Besides, Mr. Basant Kabra and Mr. Shiva Kabra as Executive Directors of the Company, Liberty Chemicals Private Limited has Mr. Vishwas Varde and Mrs. Sharmista Patel as Independent Directors on its the Board.

12. FIXED DEPOSIT:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58Aof the Companies Act, 1956.

13. PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of Remuneration exceeding the limits prescribed pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 during The year ended March 31,2012.

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

In accordance with the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo is annexed hereto as 'Annexure - A' and form part of this Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates are made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of the profits of the Company for the year ended 31st March, 2012;

c) Proper and sufficient care has been taken 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 frauds and other irregularities;

d) The accounts for the financial year ended 31st March 2012 have been prepared on a going concern basis.

16. CORPORATE GOVERNANCE:

As required pursuant to Clause 49 of the Stock Exchanges Listing Agreement, a separate section containing Corporate Governance and Management Discussion and Analysis Reports, as approved by the Board of Directors, together with the Certificate from the Auditors of the Company confirming the compliance with the requirements of Corporate Governance policies is set out in the 'Annexure - B' forming part Of this Annual Report.

17. ENVIRONMENT AND SAFETY:

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

18. APPRECIATION:

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

B.S.Kabra

Chairman

Mumbai, 27th June, 2012


Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Results

Current Year Previous Year

2009-2010 2008-2009

(? In lacs) (? In lacs)

Sales & Service Income 4606.99 3787.90

Other Income 146.88 5.61

Total Income 4753.87 3793.51

Profit before Depreciation & Tax 317.19 162.00

Less: Depreciation 92.48 76.44

Net Profit before Taxation 224.71 85.56

Less: Provision for Taxation 35.90 51.04

Fringe Benefit Tax - 16.78

Deferred Tax (Assets) / Liability (19.87) 34.12

Net Profit 208.68 19.62

Earlier years adjustment (5.53) 5.27

203.15 24.89

Balance brought forward 1146.77 1121.88

Balance available for appropriation 1349.92 1146.77

Proposed Dividend - -

Tax on Dividend - -

Transferred to General Reserve 90.00 -

Balance carried to Balance Sheet 1259.92 1146.77

Dividend

In order to preserve cash for the operating business, your directors do not recommend dividend for the year 2009-10.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Your Company continues to closely track developments in the packaging industry and particularly in Coding and Marking segment in order to optimize its business model to cope with the threats and promises these developments hold.

Employees Stock Option Scheme

Members approval was obtained through Postal Ballot on 31 st December, 2005 for introduction of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Remuneration / Compensation Committee administer and monitor the Scheme.

The applicable disclosure as stipulated under the SEBI Guidelines as at March 31,2010 are given below:

Option Outstanding in the beginning of the year 1,59,000

a. Options granted -

b. Exercise Price ?10/-

c. Options Vested 68,400

d. Options Exercised 48,000

e. Total no. of shares arising as result of exercise of Options 48,000

f. Options lapsed * 38,000

g. Variation in terms of Options None

h. Money realised by exerise of Options 4,80,000

i. Total number of options in force 73,600

lapsed options include options forfeited and options cancelled / lapsed

j. Employee wise details of options granted to:

- Senior Managerial Personnel None

- any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year None

- employees who were granted option, during any one year, equal to or exceeding 1 % of the issued capital (excluding warrants and None conversions) of the company at the time of grant

k. Diluted earnings per share pursuant to issue of shares on exercise of option calculated in accordance 2.56 with AS 20 Earnings per Share

I. Pro Forma Adjusted Net Income and Earning Per Share

Particulars Amount in ?

Net Income As Reported 20,867,754

Add: Intrinsic Value Compensation Cost 246,881

Less: Fair Value Compensation Cost 257,857

Adjusted Pro Forma Net Income 20,856,778

Earning Per Share: Basic As Reported 2.59

Adjusted Pro Forma 2.59

Earning Per Share: Diluted As Reported 2.56

Adjusted Pro Forma 2.55

Directors

Mr. S.S. Jangid, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Auditors

M/s. Dosi & Jain, Chartered Accountants, the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

M/s. Dosi & Jain, pursuant to Section 224(1 B) of the Companies Act, 1956 have furnished the certificate of their eligibility for re-appointment.

Share Capital

3,50,000 (Three Lakhs Fifty Thousands) Equity Shares of? 10/- each were allotted on preferential basis to the Promoters of the Company, at a price of ? 29.75 per share . The proceeds of the Issue have been utilized for the objects approved by the Members of the Company.

48,000 (Forty Eight Thousands) Equity Shares were allotted to the employees of the Company under Employees Stock Option Scheme of the Company.

Accordingly, during the year under review, your Companys paid up Equity Share Capital has increased from ? 7,84,58,480 to ? 8,24,38,480 comprising of 82,43,848 equity shares of? 10/- each.

Real Estate

Your Company has entered into MOU for acquiring adjoining property situated at Chandivali, Andheri East, Mumbai. The Company is in the process of completing legal and technical issues related to acquiring and development of the property.

Fixed Deposit

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58Aof the Companies Act, 1956.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, read with Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto as Annexure - A and form part of this Report.

Particulars of Energy, Technology Absorption, Foreign Earnings And Outgo

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo is annexed hereto as Annexure - B and form part of this Report.

Directors Responsibility Statement

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

a) in the preparation of annual accounts, the applicable accounting standards have been followed alongwith the proper explanation relating to material departures except for leave encashment which is recognized on cash basis;

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates are made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the profits of the Company for the yearended 31 st March, 2010;

c) properand sufficient care has been taken 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 frauds and other irregularities;

d) the accounts for the financial year ended 31 st March 2010 have been prepared on a going concern basis.

Corporate Governance

As required by the Listing Agreement with the Stock Exchanges, a separate section containing Corporate Governance and Management Discussion and Analysis Reports, as approved by the Board of Directors, together with the Certificate from the Auditors of the Company confirming the compliance with the requirements of Corporate Governance policies is set out in the annexure forming part of this Annual Report.

Acknowledgement

The Directors take this opportunity to express their thanks and appreciation for the co-operation and assistance received from the Bankers, Government Authorities, esteemed Corporate Clients, and all the other Business associates for the continuous support given by them to the Company. The Directors are thankful to the valued shareholders fortheircontinued support and confidence reposed in the Company and its Management.



The Directors also recognize the commitment, contribution and dedication of the Companys Employees.

For and behalf of the Board of Directors

B.S.Kabra

Chairman

Mumbai, 7th August, 2010

 
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