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Directors Report of Cosboard Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 35th Annual Report and Audited Accounts for the financial year ended 31st March 2015.

(Rs. in Lakhs)

FINANCIAL RESULTS: 2014-2015 2013-2014

Turnover during the year 4151.08 3422.54

Profits/(Loss) before Depreciation & Tax 265.10 56.53

Less: Depreciation 33.04 31.22

Profits/(Loss) before Tax 232.06 25.31 Provision for Tax

: Current Tax -- --

: Deferred Tax (2.49) 1.64

Profit/(Loss) after tax 229.57 26.95

Add/(Less) past Year Adjustment 1.84 --

Less: Depreciation(Assets Written off) (5.27) --

Profit/(Loss) brought forward (390.46) (417.41)

Balance carried forward (164.32) (390.46)

OPERATIONS:

The sales turnover of the Company for the year was Rs.4151.08 lakhs as compared to previous year Rs.3422.54 lakhs. Production for the year was 13372.691 M.T as compared to previous year 11898.068 MT.

The Sales turnover of the company has been increased by 21.29% as compared to previous year and production of the Company has been increased by 12.39% as compared to previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

PERFORMANCE REVIEW:

In the competitive market, the Company was able to achieve Sales and Other Income, in monetary terms for the year to Rs. 41.51 crores as compared to Rs. 34.23 crores in the previous year and the Income was Rs. 0.10 crores as compared to Rs. 0.06 crores in the previous year. The profitability of the Company has been increased as compared to previous year inspire of slackness of sale of writing,printing&newsprint paper.

INDUSTRY OVERVIEW:

The Indian paper industry is highly fragmented. According to estimates, the total number of mills vary from anywhere between 500 to over 1000. The top five producers account for 15 per cent of the total paper capacity in the country. The industry is highly diverse, technical and capital intensive. Further norms relating to environmental pollution such as chlorine free operations and tighter effluent treatment/discharge parameters etc. have restricted rapid expansion of paper industry's capacity. Paper consumption is an indicator of the economic and literacy status of any country. While India accounts for nearly 15% of the world population, it consumes only1% of the world paper production. India's per capita consumption of paper at about 7 kgs. is very low as compared to the world average of over 50 kgs. The impact of just 1 kg. Increase in per capita consumption would lead to increase in demand by 1.1 million M.T. of paper. Paper demand is inextricably linked to economic growth, industrial production, advertisement expenditure, expenditure on education etc. while industrial paper demand is driven by industrial output and packaging industry growth etc. printing and writing paper demand is determined by public spending on education, expenditure on publicity and general literacy levels. The growing demand of paper has encouraged a gradual improvement in capacity utilizations. Stringent pollution control norms will act as a determent to smaller players from adding capacities as it would require significant investment to upgrade the existing facility to meet these norms. Though currently there is no law in force, the company that the Indian paper industry will be compelled to eliminate the use of chlorine for bleaching in the next few years.

The paper industry in India is dependent on three parameters:

1. The literacy level (which is dependent on government expenditure on education).

2. The GDP growth rates India has witnessed phenomenal development in the field of education – both in quantitative and qualitative terms, since independence. However, the national goals of universal elementary education and total eradication of illiteracy still remain elusive. The Government is committed to achieving these national goals and has been steadily increasing the budgetary allocation for education. The Country has also made significant strides in higher and technical education. With the Indian economy on a growth path and the government increasing emphasis on the education the future of the Indian paper industry looks positive with immense growth potential.

3. The domestic demand of paper has been forecasted to be 10 million M.T. by 2010 and over 14 Million M.T.by the year 2020. At present the demand of the paper is witnessing a healthy growth of 6.6%(app.) as compared to 5 percent (pp.) in the past. The Indian paper industry is highly fragmented with a large number of organized and unorganized players operating in the market. Some of the key players in the industry are Ballarpur Industries, ITC, Sirpur Paper Mills, West Coast Paper Mills, J K Paper, Century Paper Mills, Tamil Nadu Newsprint, Hindustan Paper Corporation Limited, Rama Newsprint & Papers Limited etc. Indian paper industry needs the following to be globally more competitive:

- Sustained availability of good quality of raw materials (forest based) and bulk import of waste paper to supplement the raw materials supplies.

- Adequate modernization of the manufacturing facilities.

- Improvement of infrastructure.

- Quality improvements and reduction in cost of production.

- Import policy conducive for import of material, equipment, instruments, raw materials and technologies.

- Achieving Economies of Scale.

However, the Prospects of paper industry appear positive with the existing demand-supply gap, and the Government's focus on education at every level. The further imposition of 1% Higher education Cess and Education Cess of 2% introduced by the Government reflects the focus of the Government towards Education in the Country. The above steps initiated by the Government are expected to further fuel the demand for paper.

Domestic paper prices are linked with international price. Hence, paper prices in India are very much dependent on the international demand supply situation for paper. However, recent stress on education sector and growth in the retail sector has acted as a catalyst for demand in packaging grade paper and therefore the fortunes of the Indian Paper Industry is largely internally driven.

OUTLOOK FOR THE COMPANY:

The paper industry has been showing signs of increasing demand, and the long-term outlook and growth prospects of the industry appear positive.

The rapid industrialization of the country during the previous five years plans together with the increase in population escalated the country's demand for paper and paperboards. The extent of usages of paper & Packaging Industry in a country is generally taken as parameters of its cultural and industrial activities. It plays an increasingly important role in modern civilized society.

FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS:

Our future results of operations may potentially be affected by the following factors:

- Competitive conditions in the industry.

- Growth of paper sector in India.

- Our ability to continuously operate and maintain our manufacturing facilities optimally.

- Technological changes in the industry.

- Escalation in prices as well as the availability of raw materials.

- General economic and business conditions in India.

HUMAN RESOURCES:

The Company continues its focus on development of human resource. The relations of the management with employees during the year continued to be cordial. Learning and development has been strengthened to bring value addition in the employee and to enhance Team Building leading towards success. The Company focuses on providing the employees motivating work environment and excellent career development opportunities.

INTERNAL CONTROL SYSTEMS:

The Company has effective internal control systems for compliance of laws, rules and regulations to safeguard the interest of the Company. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the effectiveness and efficiency of operations and for safeguarding the assets of the Company and for ensuring appropriate recording and reporting of financial information for ensuring reliability of financial controls and for ensuring compliance of applicable laws and regulations. The internal audit covers a wide variety of operational matters and ensures compliance with specific standards with regard to reliability and suitability of policies and procedures. The internal auditor system report to the top management through Chairman & Managing Director and continuously monitors adherence to lay down systems and policies through a structured internal audit process. The systems are regularly reviewed and modified for changes in operating and regulatory requirements. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening the same from time to time.

RISKS & CONCERNS:

The unprecedented variation in the prices of raw materials, particularly Waste paper, Chemicals, consumables, coal and other inputes for executing paper orders in uncertain market condition. The unutilized capacity in the paper industry and intense competition adversely impact product prices and margins.

The domestic demand supply scenario is expected to be balanced even though a number of capacity expansions are expected to be implemented by various companies the state over the next 1-2 years. In this scenario, the player with lower production costs would be in a position to utilize capacities optimally.

The products prices are subjected to changes with international price. Sharp fall in price will affect the profitability of the unit.

Adverse climatic condition will affect the supply line of the product which will affect the operation and profitability.

DIVIDEND:

The Company has incurred Profit during the financial year and no dividend has been declared.

PUBLIC DEPOSITS:

During the year the company has not accepted any Fixed Deposits within the meaning of Section 73 and 74 of the Companies Act, 2013.

EXPENDITURE ON R & D:

Research, Development and Improvement of Products are in built on going activity within the existing manufacturing operation of the company. Expenditure on R & D is not separately allocated and identified.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

The Company does not require any technical knowhow as the process of manufacturing is conventional one. The Company does not have any separate technical arrangement for running the unit.

COMPANIES (PARTICULARS OF EMPLOYEES OF GOVERNMENT COMPANIES & OTHER COMPANIES), AMENDMENT RULE, 2011

There are no employees who have received remuneration more than Rs. 60,00,000/- (Rupees Sixty Lacs) p.a. being employed throughout the year or more than Rs. 5,00,000/- (Rupees Five Lacs ) p.m. for part of the year as specified under Section 134 of the Companies Act, 2013 read with the (Particulars of Government Companies and Companies) Amendment Rules, 2011.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 the necessary particulars regarding conservation of energy are given in Annexure-1 to this report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and the Company Secretary Certificate in this regard form part of this report and are annexed herewith in Annexure-II.

DIRECTORS

In accordance with the provision of the Companies Act, 2013 Sri. Anil Kumar Gilra and Sri. Chava Suresh Babu retires by rotation at this meeting, and being eligible, offer themselves for reappointment.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of directors of the Company has on 13.02.2015 appointed woman director Ms. Rekha Bhawsinka as Additional Director in the category of Non-executive Independent Director. Ms. Rekha Bhawsinka shall hold office up to death of the ensuing Annual General Meeting of the Company and, being eligible, offer herself for re-appointment.

The Directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

DIRECTOR' S RESPONSIBILITY STATEMENT:

Your Directors confirm:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) We 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 31st March 2015 and the Statement of Profit and Loss of the company for that period;

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) We have prepared the Annual Accounts on a going concern basis; and

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

COST AUDITORS

Pursuant to the Provisions of Section 148 of the Companies Act, 2013 M/s. RAY, NAYAK & ASSOCIATES, Cost Accountants (F.R.N.No. 000241) were appointed as the Cost Auditors to conduct audit of cost records for manufacturing Paper and Paper Board for the financial year 2014-15.

The Cost Audit Report for the financial year ended 31st March, 2014 has been filed with Ministry of Corporate Affairs.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of company's business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material within the meaning of clause 49 of the listing Agreement.

Related party transactions under Accounting Standard –AS18 are disclosed in the notes to the financial statements.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2015 in the prescribed form No. MGT-9, pursuant to section 92(3) of theCompanies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Rs, Annexure III' and forms part of this Report.

AUDITORS:

The Auditors of the Company M/s. B R R & Associates, retire at this ensuing Annual General Meeting and being eligible, offer themselves for reappointment as auditors of the Company. Your Directors recommend the same for your consideration.

APPRECIATION:

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, Bankers, Government authorities and the investors for their continued support and confidence in the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

PLACE: CUTTACK ANIL KUMAR GILRA

DATE: 12th August, 2015 WHOLETIME DIRECTOR


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 34th Annual Report and Audited Accounts for the financial year ended 31st March 2014.

(Rs. in Lakhs)

FINANCIAL RESULTS: 2013-2014 2012-2013

Turnover during the year 3422.54 2232.48

Profits/(Loss) before Depreciation & Tax 56.53 42.91

Less: Depreciation 31.22 34.10

Profits/(Loss) before Tax 25.31 8.81

Provision for Tax

: Current Tax - (1.68)

: Deferred Tax 1.64 (10.94)

Profit/(Loss) after tax 26.95 (3.81) Add/(Less) past Year Adjustment - 0 .84

Profit/(Loss) brought forward (417.41) (414.44)

Balance carried forward (390.46) (417.41)

OPERATIONS:

The sales turnover of the Company for the year was Rs.3422.54 lakhs as compared to previous year Rs.2232.48 lakhs. Production for the year was 11898.068 M.T as compared to previous year 8102.358 MT.

The Sales turnover of the company has been increased by 53.31% as compared to previous year and production of the Company has been increased by 46.85% as compared to previous year. The profit margin has been affected due to increase in cost of Power & Fuel and Consumables.

DIVIDEND:

The Company has incurred marginally Profit during the financial year and no dividend has been declared.

PUBLIC DEPOSITS:

During the year the company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956.

EXPENDITURE ON R & D:

Research, Development and Improvement of Products are in built on going activity within the existing manufacturing operation of the company. Expenditure on R & D is not separately allocated and identified.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

The Company does not require any technical know how as the process of manufacturing is conventional one. The Company does not have any separate technical arrangement for running the unit.

COMPANIES (PARTICULARS OF EMPLOYEES OF GOVERNMENT COMPANIES & OTHER COMPANIES), AMENDMENT RULE, 2011

There are no employees who have received remuneration more than Rs. 60,00,000/- (Rupees Sixty Lacs) p.a. being employed throughout the year or more than Rs. 5,00,000/- (Rupees Five Lacs) p.m. for part of the year as specified under Section 217 (2A) (a) and 217 (2A) (b) of the Companies Act, 1956 read with the (Particulars of Government Companies and Companies) Amendment Rules, 2011.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 the necessary particulars regarding conservation of energy are given in Annexure-1 to this report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and the Company Secretary Certificate in this regard form part of this report and are annexed herewith in Annexure-II.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 Sri. Lalit Narayan Sarda and Sri. Mahadev Rathi retires by rotation at this meeting, and being eligible, offer themselves for reappointment.

Sri Ratan Kumar Gilra, has resigned due to his health problem and in the Board meeting held on 13.11.2013, his resignation has been accepted. Your Directors wish to place on record the deep sense of attitude and appreciation of the contributions made by Sri. Ratan Kumar Gilra during his tenure as Chairman of the Company.

DIRECTOR'' S RESPONSIBILITY STATEMENT:

The Board of Directors of your Company state:

i. THAT in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-15 (Revised) is not in conformity.

ii. THAT the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period.

iii. THAT the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. THAT the Directors have prepared the annual accounts on a going concern basis. ACCOUNTING STANDARD - 15 (Revised)

The Statutory Auditors, M/s. B R R & Associates, in the Audit Report has pointed out that the Company has made provision in the Books of Account for retirement benefits of employees (i.e. Gratuity and Leave Cash encashment) but the same are not in conformity with Accounting Standard - 15 (Revised).

The Board of Directors has reviewed the matter and decided to take steps in Complying the provision of Accounting Standard - 15 (Revised).

COST AUDITORS

In terms of the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your Company have on recommendation of the Audit Committee, appointed M/s. RAY, NAYAK & ASSOCIATES, Cost Accountants, Bhubaneswar as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2015. The Cost Audit Report for the financial year ended 31st March, 2013 has been filed with Ministry of Corporate Affairs.

AUDITORS:

The Auditors of the Company M/s. B R R & Associates, retire at this ensuing Annual General Meeting and being eligible, offer themselves for reappointment as auditors of the Company. Your Directors recommend the same for your consideration.

APPRECIATION:

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, Bankers, Government authorities and the investors for their continued support and confidence in the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

PLACE: CUTTACK ANIL KUMAR GILRA DATE: 13th August, 2014 WHOLETIME DIRECTOR


Mar 31, 2013

The Directors have pleasure in presenting their 33rd Annual Report and Audited Accounts for the financial year ended 31st March 2013.

(Rs. in Lakhs)

FINANCIAL RESULTS: 2012-2013 2011-2012

Turnover during the year 2232.48 2541.08

Profits/(Loss) before Depreciation & Tax 42.91 70.75

Less: Depreciation 34.10 65.64

Profits/(Loss) before Tax 8.81 5.11

Provision for Tax

: Current Tax (1.68) (0.95)

: Deferred Tax (10.94) (7.85)

Profit/(Loss) after tax (3.81) (3.69)

Add/(Less) past Year Adjustment 0.84 (1.28)

Profit brought forward (414.44) (409.47)

Balance carried forward (417.41) (414.44)

OPERATIONS:

The sales turnover of the Company for the year was Rs.2232.48 lakhs as compared to previous year Rs.2541.08 lakhs. Production for the year was 8102.358 M.T as compared to previous year 9425.025 MT.

The Sales turnover and production of the Company has been decreased as compared to previous years due to shortage of Working Capital. The profit margin has been affected due to increase in cost of Power & Fuel and Consumables.

DIVIDEND:

The Company has incurred marginally Profit during the financial year and no dividend has been declared.

PUBLIC DEPOSITS:

The Statutory Auditors, M/s. L.N. More & Co., in the Audit Report has pointed out that the company has accepted deposit of Rs. 20.00 lacs from a Proprietor concern during the year which, in our opinion, is not confirmity with the provisions of Section 58A of the Companies Act, 1956.

The Auditor Report has been placed before the Board of Directors, after discussion it has been confirmed that the company has received Rs. 20.00 lacs as Security Deposit from Proprietory concern for supply of finished products and in our opinion, the company does not attract provisions of Section 58A of the Companies Act, 1956.

EXPENDITURE ON R & D:

Research, Development and Improvement of Products are in built on going activity within the existing manufacturing operation of the company. Expenditure on R & D is not separately allocated and identified.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

The Company does not require any technical know how as the process of manufacturing is conventional one. The Company does not have any separate technical arrangement for running the unit.

COMPANIES (PARTICULARS OF EMPLOYEES OF GOVERNMENT COMPANIES & OTHER COMPANIES), AMENDMENT RULE, 2011

There are no employees who have received remuneration more than Rs. 60,00,000/- (Rupees Sixty Lacs) p.a. being employed throughout the year or more than Rs. 5,00,000/- (Rupees Five Lacs ) p.m. for part of the year as specified under Section 217 (2A) (a) and 217 (2A) (b) of the Companies Act, 1956 read with the (Particulars of Government Companies and Companies) Amendment Rules, 2011.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 the necessary particulars regarding conservation of energy are given in Annexure-1 to this report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and the Company Secretary Certificate in this regard form part of this report and are annexed herewith in Annexure-II.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 Sri. Ratan Kumar Gilra and Sri. Anil Kumar Gilra retires by rotation at this meeting, and being eligible, offer themselves for reappointment.

Sri Ratan Kumar Gilra, will be appointed as Non-Executive Chairman from the post of Executive Chairman of the Company subject to approval by the shareholders in this ensuing Annual General Meeting.

Sri. Shiv Shankar Taparia has been appointed as Managing Director in the Board Meeting held on 10.12.2012 and the same has been confirmed in the Extra Ordinary General Meeting on 07.01.2013.

The Special Director appointed by BIFR has been withdrawn by BIFR with effect from 20.03.2013 as per the BIFR Minutes due to company''s networth has been positive. The BIFR has deregistered the case and the company is not a sick company with effect from 20.03.2013.

DIRECTOR'' S RESPONSIBILITY STATEMENT:

The Board of Directors of your Company state:

i. THAT in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-15 (Revised) is not in conformity.

ii. THAT the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

iii. THAT the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. THAT the Directors have prepared the annual accounts on a going concern basis.

ACCOUNTING STANDARD – 15 (Revised)

The Statutory Auditors, M/s. L.N. More & Co., in the Audit Report has pointed out that the Company has made provision in the Books of Account for retirement benefits of employees (i.e. Gratuity and Leave Cash encashment) but the same are not in conformity with Accounting Standard – 15 (Revised).

The Board of Directors has again reviewed the matter and decided to take steps in coming years in Complying the provision of Accounting Standard – 15 (Revised).

COST AUDITORS

In terms of the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your Company have on recommendation of the Audit Committee, appointed M/s. RAY, NAYAK & ASSOCIATES, Cost Accountants, Bhubaneswar as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2014. The Cost Audit Report for the financial year ended 31st March, 2012 has been filed with Ministry of Corporate Affairs.

AUDITORS:

The Auditors of the Company M/s. L.N. More & Company, retire at this ensuing Annual General Meeting and being eligible, offer themselves for reappointment as auditors of the Company. Your Directors recommend the same for your consideration.

APPRECIATION:

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, financial institutions, Bankers, Government authorities and the investors for their continued support and confidence in the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

PLACE: CUTTACK ANIL KUMAR GILRA

DATE: 14th August, 2013 WHOLETIME DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting their 30th Annual Report and Audited Accounts for the financial year ended 31st March 2010.

(Rs. in Lakhs)

FINANCIAL RESULTS: 2009-2010 2008-2009

Turnover during the year 1843.42 2661.52

Profits/(Loss) before Depreciation & Tax (64.79) (209.52)

Less: Depreciation 98.10 108.66

Profits/(Loss) before Tax (162.89) (318.18)

Provision for Tax

: Deferred Tax 33.95 35.01

: Fringe Benefit Tax - 0.22

Profit/(Loss) after tax (128.94) (283.39)

Add/(Less) past Year Adjustment (0.24) 0.10

Profit brought forward (2307.33) (2024.04)

Balance carried forward - (2436.51) (2307.33)

OPERATIONS:

The sales turnover of the Company for the year was Rs. 1843.42 lakhs as compared to previous year Rs.2661.52 lakhs. Production for the year was 10318.686 M.T as compared to previous year 14595.614 MT.

The Sales turnover and production has been decreased due to financial crisis and this has resulted advers.e effects on profitability of the company.

DIVIDEND:

The Company has incurred losses during the financial year and no dividend has been declared.

PUBLIC DEPOSITS:

During the year the Company has not accepted any fixed deposits within the meaningof Sec. 58 A of the Companies Act, 1956.

EXPENDITURE ON R & D:

Research, Development and Improvement of Products are in built on going activity within the existing manufacturing operation of the company. Expenditure on R & D is not separately allocated and identified.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

The Company-does not require any technical know how as the process of manufacturing is conventional one; The Company does not have any separate technical arrangement for running the unit.

PARTICULARS OF EMPLOYEES & INDUSTRIAL RELATIONS:



None of the employees has been in receipt of remuneration as envisaged in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

As required under companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 the necessary particulars regarding conservation of energy are given in Annexure-1 to this report.

BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR):

The Cor pany has submitted revised Rehabilitation Scheme to State Bank of India (OA) for their review and submission of report to BIFR for necessary revival of the Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and the Company Secretary Certificate in this regard form part of this report and are annexed herewith in Annexure-ll.

DIRECTORS ,

As per proposal received from some members of the company pursuant to provision of Section 257 of the Company Act 1956, Mr. Shiv Shankar Taparia (Independent Director), Mr. Velamalajagdish (Independent Nori Executive Director), Mr. Venkateswarlu Velamala (Independent Non Executive Director), Mr. Lalit Narayan Sarda (Independent Non Executive Director), Mr. Mahadev Rathi (Independent Non Executive Director), are being proposed to be appointed as Directors of the Company liable to retire by rotation. Further Mr. Shiv Shankar Taparia is appointed as Executive Director by the Board of Directors for a period of 3 years without any remuneration. The Resolutions seeking your approval for the said appointments are being placed in the ensuing Annual General Meeting.

Mr. Sunil Kumar Malpani resigned from the Board w.e.f. 20.02.2010. YourDirectors wish to place on record their deep sense of gratitude and appreciation of the contributions made by Mr.Sunil Kumar Malpani during his tenure as a Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors of your Company state:

i. THAT in the preparation of the annual accounts, the applicable accounting standards had been followed except AS-15 (Revised), is not in conformity.

ii. THAT the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs^of the Company at the end of - the financial yearand of the loss of the Company for that period.

iii. THAT the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. THAT the Directors have prepared the annual accounts on a going concern basis.

ACCOUNTING STANDARD - 15 (Revised)

The Statutory Auditors, M/s, L.N. More & Co., in the Audit Report has pointed out that the Company has made provision in the Books of Account for retirement benefits of employees (i.e. Gratuity and Leave Cash encashment) but the same are not in conformity with Accounting Standard - 15 (Revised).

The Board of Directors has reviewed the matter and decided to take steps shortly in Complying the provision of Accounting Standard - 15 (Revised).

ONE TIME SETTLEMENT (OTS) WITH STATE BANK OF INDIA

The Statutory Auditors, M/s. L.N. More & Co., has pointed out in their Audit Report that other liabilities and accumulated losses have been overstated to the extent of Rs.14.93 Crores due to non writing back of the waiver amount by State Bank of India on One Time Settlement of their dues.

The Board of Directors has taken stand that the amount will be written back in the books of Account after sanction of the Rehabilitation Scheme by BIFR.

AUDITORS:

The Auditors of the Company M/s. L.N. More & Company, retire at this ensuing Annual General Meeting and being eligible, offer themselves for reappointment as auditors of the Company.

APPRECIATION:

Your Directors express their sincere thanks and place on record their deep appreciation for the patronage extended by the shareholders, valued customers, financial institutions, Bankers, Government authorities and the investors for their continued support and confidence in -the Company. -

FOR & ON BEHALF OF BOARD OF DIRECTORS

RATAN KUMAR GILRA CHAIRMAN & MANAGING DIRECTOR

PLACE : CUTTACK DATE : 31st JULY 2010

 
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