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Directors Report of Diamines & Chemicals Ltd.

Mar 31, 2015

To the Members,

The Directors are pleased to present the 39th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Company's financial performances for the year under review along with previous year's figures are given hereunder:

( in Lacs) 31st March, 31s March, 2015 2014

Total Revenue (including Excise & Sales tax) 4338.38 4947.09

Total Revenue (net of taxes) 3927.63 4424.28

Profit before interest, depreciation & taxation 514.09 620.22

Interest & financial expenses 340.52 298.24

Depreciation 203.33 242.67

Profit/(Loss) before tax (29.76) 79.31

Provision for tax 125.62 4.27

Net Profit/(Loss) after tax (155.38) 75.04

Add: balance profit brought forward 1716.03 1640.99

Profit available for appropriation 1560.65 1716.03

Transfer to General Reserve - -

Equity Dividend - -

Tax on dividends - -

Balance profit carried to balance sheet 1560.65 1716.03

2. DIVIDEND:

During the financial year 2014-15 your Company has incurred losses and therefore, your Directors have decided to skip the Dividend for the period under review. Board of Directors sincerely hopes that members would appreciate and understand the situation for non-payment of Dividend.

3. TRASFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review:

The period under review was a very challenging year for your Company which also reflects in its performance.

Total income for the year 2014-15 was registered at Rs. 4338.38 lacs (Gross) as compared to income of Rs. 4947.09 lacs (Gross) for the year 2013-14, a decline of 12%.

Loss after tax was reported at Rs. 155.38 lacs for the year 2014-15 as compared to the net profit of Rs. 75.04 lacs for the period of 2013-14, again a decline of 307%.

Sales volumes for the year 2014-15 were at 1605.375 MT as compared to 1621.265 MT for the year 2013-14.

Further details of Operations are given in the Management discussion and analysis report, which forms part of this report as "ANNEXURE-A".

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

In terms of Section 205A read with Section 205C of the Companies Act, 1956, unclaimed or unpaid Dividend relating to the financial year 2008 is due for remittance on 4th September, 2015 which has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Company's RTA, M/s. MCS Share T ransfer Agent Limited for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 12th August 2014 (date of the last Annual General Meeting) on the website of the Company (www.dacl.co.in), as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "ANNEXURE-B" and is attached to this report.

Your Company understands and appreciates the responsibility and importance of conservation of energy and continuous to put efforts in reducing or optimizing energy consumption for its operations.

The Company has taken various measures for conservation of energy such as:

- Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

- Improvement in the yields and planned increase in throughput

- Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

- Utilization of by-products steams

- Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

8. SAFETY, HEALTH AND ENVIRONMENT:

a) Safety:

The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

The Company is active member of local Crisis group such as Offsite Industrial Emergency Control Room (OIECR). External safety audits are carried out from time to time and audit recommendations are implemented.

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture. Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analysed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Company also has Occupational Health Center open for 24 hrs., and Ambulance facility at its Manufacturing site. Health related issues if any are discussed with visiting Medical Officer. Company also has a tie up with one hospital in the City to provide timely medical assistance to the employees/workers in case of emergencies.

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. The Company is also signatory to "Responsible Care", a voluntary initiative of International Council of Chemical association (ICC) being implemented by Indian Chemical Council to safely handle the products from inception in research laboratory through manufacturing and distribution to utilization, reuse, recycle and finally their disposal.

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed three (3) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY:

The Company has not implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Act and Rules made thereunder governing Corporate Social Responsibility are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans, guarantees or investments made under Section 186 are furnished as follows:

Sr. Company Name Date of Amount No Making Loan of Loan

1 Diamines Speciality 02.09.2014 2,15,91,362 Chemicals Private Limited

Company NAme Date of Nature Board of Loan Approval

Diamines Speciality Chemicals 05.11.2014 Interest free advance Private Limited

11. MATERIAL ORDERS PASSED BY REGULTORY/COURT:

There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and company's operations in future.

12. INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. During the year, policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of its frauds and errors,the accuracy and completeness of the accounting records and the timely preparations of reliable financial information.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Material Related Party transactions during the year and therefore details as required in AOC-2 is not applicable.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

16. ANNUAL RETURN:

In accordance with Section 134(3)(a), the extracts of Annual Return pursuant to the provisions of Section 92(3) in prescribed form MGT-9 is furnished in "ANNEXURE C" and is attached to this Report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had Four (4) Board meetings during the financial year under review. Further details are given in the report of Corporate Governance forming part of this Report.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement that:—

(a) In the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

19. SUBSIDIARY COMPANY, IT'S PERFORMANCE & FINANCIAL POSITION:

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. The Company has Fifty Thousand (50,000) equity shares constituting 100% of the paid-up equity share capital of Diamines Speciality Chemicals Pvt. Ltd.

Pursuant to provisions of Section 2(87) of the Companies Act, 2013, Diamines Speciality Chemicals Pvt. Ltd is the 100% wholly owned subsidiary of our Company. For the financial year ended 31st March, 2015, the Diamines Speciality Chemicals Pvt. Ltd has not started its commercial activity yet. Consolidated financial statement of the Company and of the subsidiary, Diamines Speciality Chemicals Pvt. Ltd, forms part of the Annual Report. A separate statement containing the salient features of the financial statement of Diamines Speciality Chemicals Pvt. Ltd is part of this Annual Report and given in Form AOC-1.

The Company does not have any associate or Joint Venture Company as on report date.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given

21. DIRECTORS

Mr. Yogesh M Kothari (DIN: 00010015) and Mr. Amit M Mehta (DIN: 00073907) retire at this Annual General Meeting and being eligible offer themselves for re-appointment.The Board of Directors has placed on record its sincere appreciation and gratitude for the very valuable and outstanding contribution made by Mr. Girish Satarkar, Executive Director (DIN: 00340116) of the Company during his association with the Company who has resigned w.e.f. 6th February, 2015.

Mr. G S Venkatchalam (DIN:02205898), was appointed as an Executive Director of the Company w.e.f. February 7, 2015. Earlier he was holding position as Director (Non-Executive Independent) in the Company. During the year under review, Mrs. Darshana Mankad (DIN: 00041675) has been appointed as an Additional Directors of the Company w.e.f. November 11,2014 and she holds the office of Director upto the date of the forthcoming Annual General Meeting. The Company has received letter from shareholders recommending her appointment as Director of the Company. The proposal of her appointment has been put forth for approval of the shareholders of the Company in the Notice of the AGM. A brief resume of the Directors seeking appointment at the forthcoming Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the Notice.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

22. DECLARATION OF INDEPENDENT DIRECTORS:

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

23. BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

25. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as ' ANNEXURE-D".

26. KEY MANAGERIAL PERSONNEL

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. G S Venkatchalam, Executive Director of the Company, Mr. A R Chaturmutha, Chief Financial Officer and Ms. Dimple Mehta, Company Secretary are the Key Managerial Personnel of the Company.

27. AUDITORS

a. STATUTORY AUDITOR

M/s Bansi S Mehta & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of four (4) years in the Annual General Meeting held on 12.08.2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sandip Sheth & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Report is annexed herewith as "ANNEXURE E".

28. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

29. RISK MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Directors as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analysed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines defined by the company. The company fulfills its legal requirement concerning emission, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members:

a. Mr. Rajendra Chhabra - Chairman

b. Mr. Kirat Patel - Director

c. Mrs. Darshana Mankad - Director

The above composition of the Audit Committee consists of independent Directors viz., Mr. Rajendra Chhabra and Mrs. Darshana Mankad who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

31. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

33. INSURANCE:

All the properties and assets of the Company are adequately insured.

34. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company's website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

35. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details please refer to the company's website.

Web link is http://www.dacl.co.in/investors/SEBI Disc.pdf

36. NOMINATION AND REMUNERATION POLICY:

Our policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy as provided herewith pursuant to provisions of Section 178(4) of the Companies Act, 2013 and Clause 49(IV)(B)(4) of the Listing Agreement. The policy is also available on our website.

Web link is http://www.dacl.co.in/investors/Remuneration%20policy%20DACL.pdf.

37. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith as "ANNEXURE F".

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2014-15. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

39. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Mumbai, Dated: May 8,2015 Yogesh M. Kothari Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present 38th Annual Report and Audited statements of accounts of the Company for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Financial performance of the Company for the year ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Current Year Previous Year 31.03.2014 31.03.2013

Total Income (Gross) 4947.09 6411.36

Operating Profit before interest and depreciation 620.22 834.83

Interest and other financial charges 298.24 381.12

Profit before depreciation 321.98 453.71

Depreciation & Amortization 242.67 238.70

Profit after interest & depreciation 79.31 215.01

Less: Provision for taxation 4.27 44.97

Profit after Tax available for distribution 75.04 170.04

Proposed Dividend (including Dividend Tax) - 57.22

Balance of P& L A/c for the year 75.04 112.82

Credit balance of P&L A/c carried forward from last year 1640.99 1528.17

Profit/ (Loss) carried to Balance Sheet. 1716.03 1640.99

2. DIVIDEND:

In view of the inadequate income during the financial year 2013-14 your Directors have decided to skip the dividend for the period under review. Board of Directors sincerely hope that members would appreciate and understand the situation for non-payment of dividend.

3. OPERATIONS:

The period under review was a very challenging year for your Company which also reflects in its performance.

Total income for the year 2013-14 was registered at Rs. 4947.09 lacs (Gross) as compared to income of Rs. 6411.36 lacs (Gross) for the year 2012-13, a decline of 22.84%.

Profit after tax was reported at Rs. 75.04 lacs for the year 2013-14 as compared to the net profit of Rs. 170.04 lacs for the period of 2012-13, again a decline of 55.87%.

Sales volumes for the year 2013-14 were at 1621.265 MT as compared to 2242.158 MT for the year 2012-13.

Further details of operations are given in the management discussion and analysis report, which forms part of this report.

4. FOREIGN EXCHANGE OUTGO AND EXPORTS:

Your Company is largely dependent on imports of raw materials. During the year 2013-14 the Company utilized about Rs. 2114 Lacs for import of raw materials where as it earned about Rs. 379 Lacs as Exports income as compared to Rs. 2239 lacs of utilization for import of raw material and earned export income of Rs. 297 Lacs in the year 2012-13.

5. FINANCE:

During the year under review, your company has availed the corporate loan to the tune of Rs. 5 Crores from the State Bank of India, further your Company has been sanctioned another Corporate Loan to the tune of Rs. 5 Crores on 27.03.2014 from State Bank of India, aggregating total credit facilities to the tune of Rs. 38.30 Crores to meets its liquidity requirement.

6. CONSEVATION OF ENERGY:

Your Company understands and appreciates the responsibility and importance of conservation of energy and continuous to put efforts in reducing or optimizing energy consumption for its operations.

The Company has taken various measures for conservation of energy such as:

* Reduction in steam consumptions, electricity and cooling water by debottlenecking of various operations

* Improvement in the yields and planned increase in throughput

* Improved steam condensate recovery by installing new designs of traps and monitoring trap performance

* Utilization of by-products streams

* Modification in coal fired boiler to improve efficiency by increasing coal to steam ratio

7. RESEARCH AND DEVELOPMENT:

The Company has a dedicated R & D center which is also approved by Ministry of Science and Technology, Department of Scientific and industrial research (DSIR). The R & D center supports developmental activities, be it a new product or a new process development.

Company''s R & D Center is trying to develop a new process to manufacture Ethylene amines and hopes that it will bring desired benefits in near future.

8. SAFETY, HEALTH AND ENVIRONMENT:

a) Safety:

The Company encourages a high level of awareness of safety issues among its employees and strive for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

The Company is active member of local Crisis group such as Offsite Industrial Emergency Control Room (OIECR). External safety audits are carried out from time to time and audit recommendations are implemented.

Safety promotional activities such as celebration of National Safety day, arranging poster competition, slogan competition and prize distribution are conducted every year to encourage safety culture.Company also conducts Mock drill regularly on quarterly basis and outcome of Mock drill is analysed and necessary improvements are implemented regularly. Company also makes continuous efforts to increase Safety awareness with regular and contractual employees and workers.

b) Health:

Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Company also has Occupational Health Center open for 24 hrs. and Ambulance facility at its Manufacturing site. Health related issues, if any, are discussed with visiting Medical Officer. Company also has a tie up with one hospital in the City to provide timely medical assistance to the employees/workers in case of emergencies.

Quality driver

c) Environment:

Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company. Company also plans to implement Environmental Management System ISO 14001:2004 and OHSAS 18001:2007 in future. The Company is also signatory to "Responsible Care", a voluntary initiative of International Council of Chemical association (ICC) being implemented by Indian Chemical Council to safely handle the products from inception in research laboratory through manufacturing and distribution to utilization, reuse, recycle and finally their disposal.

d) Renewable Source of Energy:

Your Company is also contributing in reducing Carbon foot printing from the Environment by generating power through renewable sources and by harnessing wind Energy. The Company has installed 3 (three) Wind Turbine Generators (WTG) of total 3.50 MW Capacity and are always ensured in full operational mode.

9. COMPANYS'' QUALITY SYSTEM (ISO-9001:2008)

Your Company is accredited with ISO 9001:2008 for "Manufacture and Sale of Ethylene Amine based Industrial Chemicals". The surveillance audit is done by internationally reputed M/s. BVC.

The ISO 9001:2008 certification helps your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

10. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Company''s website. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

11. FIXED DEPOSITE:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

12. INSURANCE:

The properties and Assets of the Company are adequately insured.

13. BOARD OF DIRECTORS:

Mr. Kirat Patel and Mr. Shreyas Mehta are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointed as directors.

Your Directors recommend re - appointment of these Directors.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchange, appointed Mr. Ghanshyam Govind Chendwankar (DIN: 00031722), Mr. Govindarajapuram Sheshadri Venkatachalam (DIN: 02205898), Mr. Dhruv Subodh Kaji (DIN: 00192559), Dr. Ambrish Keshav Dalal (DIN: 02546506) & Mr. Rajendra Chhabra (DIN: 00093384) as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

14. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, who are the statutory auditors of the Company shall hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Bansi S. Mehta & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of this AGM till the conclusion of the Fourth AGM, subject to ratification of their appointment at every subsequent AGM. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your directors recommend their re-appointment.

15. COST AUDITOR:

The Company has appointed M/s. P D Modh & Associates, Cost Accountants for conducting the audit of cost records of the Company for the products Ethylene Amines for the financial year 2013-14. Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules. 2014, the board has recommended appointment of said cost auditor for F.Y. 2014-15.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best their Knowledge and belief and according to information and explanation obtained by them, your Directors make the following statement in line of section 217(2AA) of the Companies Act, 1956:

(a) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

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

(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 to prevent and detect fraud and other irregularities;

(d) The Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

17. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

18. INDUSTRIAL RELATIONS:

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co - operation by all the employees in day to day work and implementing policies of your Company.

19. LISTING DETAILS:

At present, your Company''s securities are listed on:

Bombay Stock Exchange Ltd,

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai 400 001 Code No. 500120

The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2014-15.

20. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with the provisions of the Depository Act, 1996. As on date, approximately 94% of the shares are held in the dematerialized form.

21. AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed M/s. MCS Share transfer Agent Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T Agent for both DEMAT & Physical Share Transfer work. Accordingly, all the shareholders are requested to take note of the same and send future correspondences / queries to the M/s. MCS Share Transfer Agent Ltd., at the above-mentioned address.

22. SUBSIDIARY COMPANY:

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. Further, the Company has decided to take benefit of MCA''s circular no. 51/12/2007-CL-111 dated 8th February 2011 for exemption in respect of mandatory attachment of balance sheet of subsidiary company U/s 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

23. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

24. ACKNOWLEDGEMENT:

Your Directors thank the Company''s valued customers and various Government, Semi-Government and Local Authorities, Suppliers and other business associates, Vendors, as well as the various Banks for their continued support to the Company''s growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

Yogesh M. Kothari Mumbai, Dated: May 6, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors present their 37th Annual Report together with the audited accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in Lacs) Current Year Previous Year 31.03.13 31.03.12

Total Income (Gross) 6411.36 7290.35

Operating Profit before interest and depreciation 834.83 1077.91

Interest and other financial charges 381.12 358.66

Profit before depreciation 453.71 719.25

Depreciation & Amortization 238.70 215.80

Profit after interest & depreciation 215.01 503.45

Less: Provision for taxation 44.97 143.03

Profit after Tax available for distribution 170.04 360.42

Proposed Dividend (including Dividend Tax) 57.22 113.70

Balance of P& L A/c for the year 112.82 246.72

Credit balance of P&L A/c carried forward from last year 1528.17 1281.47

Profit/ (Loss) carried to Balance Sheet. 1640.99 1528.17



2. OPERATIONS:

Your Company`''s total revenue for the year 2012-13 (net of excise) amounted to Rs. 5763.32 lacs as compared toRs. 6723.86 lacs of last year. The result for the year shows net profit after tax of Rs. 170.04 lacs as compared to the net profit of Rs. 360.42 lacs in the previous year.

Further details of operations are given in the management discussion and analysis report, which forms part of this report.

3. DIVIDEND:

Considering the financial results achieved during the year under review, the Board of Directors has recommended the dividend on 97,83,240 Equity shares @ 5% {Rs. 0.50 per share (5%) Previous Year Rs. 1/- per share (10%)} for the financial year 2012-13 out of the net profit available for distribution.

4. TRANSFER TO STATUTORY RESERVE

In accordance with the statutory provisions and companies (Transfer of Profit to Reserves) Rules, 1975, the Company was not required to transfer any profit to Reserves during the period under review.

5. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

6. CORPORATE GOVERNANCE:

As per various amendments made in clause 49 of the Listing Agreement the Company has adopted the Code of conduct which is also available on the website of the Company. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

7. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. BOARD OF DIRECTORS:

Mr. Amit Mehta, Mr. Ghanashyam Govind Chendwankar and Mr. Govindarajapuram Seshadri Venkatachalam are directors liable to retire by rotation at the ensuing AGM and being eligible, have expressed their willingness to be re-appointed as directors.

Your Directors recommend re-appointment of these Directors.

9. FINANCE:

During the year under review, your company has been sanctioned Corporate loan to the tune of Rs. 5.00 Crores on 21.01.2013 from the State Bank of India, aggregating total credit facilities to the tune of Rs. 44.35 Crores to meet its liquidity requirement.

10. DIRECTORS`'' RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

(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 to prevent and detect fraud and other irregularities;

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

11. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming AGM are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment.

12. AUDITORS`'' REPORT:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors.

13. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure – 1 (Form-A & B) in this report.

14. INFORMATION TECHNOLOGY:

The Company has set up an integrated on-line information system in all major operating areas. The Company has also adopted Enterprise Resource Planning (ERP) to enhance efficiency at overall organization level to improve accuracy of data generation.

15. INDUSTRIAL RELATIONS:

The Company has been regularly monitoring its policy for enhancement in the skills of its employees by providing need-based training.

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co – operation by all the employees in day to day work and implementing policies of your Company.

16. COMPANYS`'' QUALITY SYSTEM (ISO–9001:2008)

Your Company is certified for ISO 9001:2008 for "Manufacture and Sale of Amine based Industrial Chemicals". There was surveillance audit since the Company`''s certification by internationally reputed M/s. BVC. In terms of improvement of effectiveness of QMS and its processes, system updated as per 9001:2008. Documentation changed to 3 levels of all the departments. In the current year also M/s. BVC had conducted their audit to upgrade our existing certificate as per ISO: 9001:2008 Guidelines and had certified for certification as per ISO: 9001:2008 QMS.

The ISO 9001:2008 certification has enabled your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

17. SAFETY & ENVIRONMENT:

Your Company believes in maintaining highest standards of safety. The Company is committed to operating plants with safety features in mind, using safe working procedures and practices, meeting the applicable statutory requirements in all respects, monitoring the plant and ambient environment to maintain a clean and safe environment in and around the plants and conducting periodical safety audits as well as medical check-up of employees. Safety training is imparted regularly for personnel working in the plant. This well planned training cultivates safety awareness in employees, which ultimately results in prevention of accidents. Necessary Personal Protection Equipments are available at site. The upgraded liquid effluent treatment facilities are properly maintained & liquid & air pollution standards are always maintained below the permissible level as set by the Gujarat Pollution Control Board. The Company has installed Fire Hydrant System in certain sections of its plant considering fire hazard to enhance safety and security of its plant & its workers.

18. LISTING DETAILS:

At present, your Company`''s securities are listed on:

Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.

Code No. 500120

The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2013–2014.

19. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with the provisions of the Depository Act, 1996. As on date, approximately 94% of the shares are held in the dematerialized form.

20. AGENCY FOR SHARE TRANSFER / DEMAT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed and continued with M/s. MCS Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a RTA for both DEMAT & Physical Share Transfer work w.e.f. 1st April, 2003. Accordingly, all the shareholders are requested to take note of the same and send all future correspondences / queries to the M/s. MCS Ltd., at the above mentioned address.

21. SUBSIDIARY COMPANY:

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presents by the Company include the financial information of Diamines Speciality Chemicals Pvt. Ltd. Further, the Company has decided to take benefit of MCA`''s circular no. 51/12/2007-CL-III dated 8th February 2011 for exemption in respect of mandatory attachment of balance sheet of subsidiary company U/s 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

22. ACKNOWLEDGEMENT:

Your Directors thank the Company`''s valued customers and various Government, Semi-Government and Local Authorities, Suppliers and other business associates, Vendors, as well as the various Banks for their continued support to the Company`''s growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank the Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

AMIT MEHTA KIRAT PATEL

Mumbai,

Dated: May 7, 2013 Vice Chairman Director


Mar 31, 2010

The Directors present their 34th Annual Report together with the audited accounts tor the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous Year 31/03/10 31/03/09

Operating Profit before interest and depreciation 1867.79 531.03

Interest and other financial charges 257.58 179.50

Profit before depreciation 1610.21 351.53

Depreciation & Amortization 163.28 141.94

Profit after interest & depreciation 1446.93 209.59

Less: Provision for taxation 511.50 73.26

Profit after Tax available for distribution 935.42 136.32

Proposed Dividend (including Dividend Tax) 152.11 76.30

Amount transferred to General Reserve 70.15 --

Balance of P& L A/c for the year 713.15 60.02

Debit balance of P&L A/c carried forward from last year (300.40) (360.41)

Prbfit/(Loss) carried to Balance Sheet. 412.75 (300.40)

2. OPERATIONS:

Your Companys total income for the year 2009-10 (net of excise) amounted to Rs.5538.47 lacs as compared to Rs. 3029.49 lacs of last year. The result for the year shows net profit after tax of Rs. 935.42 lacs as compared to the net profit of Rs. 136.32 lacs in the previous year. Further details of operations are given in the management discussion and analysis report, which forms part of this report.

3. DIVIDEND:

Considering the financial results achieved during the year under review, the Board of Directors has recommended the final dividend of 20% {Re. 2 per share} on 6522160 Equity Shares of the Company for the financial year 2009 - 2010 out of the Net Profit available for distribution.

4. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under during the year.

5. CORPORATE GOVERNANCE:

As per various amendments made in clause 49 of the Listing Agreement the Company has adopted the Code of conduct which is also available on the website of the Company. All the Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Pursuant to the clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance" is attached herewith.

6. PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. BOARD OF DIRECTORS:

Mr. Amit M. Mehta, Mr. G.G.Chendwankar and Mr. G.S.Venkatachalam are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have expressed their willingness to be re-appointed as directors.

On 29.01.2010 Mr. Shreyas Mehta was appointed as Independent Director of the Company. He holds office until the date of this Annual General Meeting, as per provisions of section 260 of the Companies Act,1956.

On 13.04.2010 Mr. Girish R. Satarkar was appointed as Executive Director of the Company. He holds office until the date of this Annual General Meeting, as per provisions of section 260 of the Companies Act, 1956.

Your Directors recommend re - appointment of these Directors.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of. section 217(2AA) of the Companies Act, 1956, with regard to Directors Responsibility Statement, it is hereby confirmed that :

(a) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the accounting policies selected have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the Profit of the Company for that period;

(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 to prevent and detect fraud and other irregularities;

(d) the Annual Accounts for the year ended 31sl March, 2010 have been prepared on a going concern basis.

9. AUDITORS:

M/s. Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company who retire at the forthcoming Annual General Meeting are eligible for re-appointment and have expressed their willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment.

10. AUDITORS REPORT:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explain the matters, which are dealt with by the auditors.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection 1(e) of Section 217 of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure - 1 (Form-A & B) in this report.

12. INFORMATION TECHNOLOGY:

The Company has set up an integrated on-line information system in all major operating areas. In order to accelerate the acceptance of electronic mail and facilitate sharing of various data, all major offices, warehouses and stores, in each of the offices have been provided with connectivity facility for information sharing. The Company is also trying to go for Enterprise ResourcePlanning to enhance efficiency at over all organization level to improve accuracy of data generation.

13. INDUSTRIAL RELATIONS:

The Company has been regularly monitoring its policy for enhancement in the skills of its - employees by providing need-based training.

Industrial Relations between the management & the employees at all levels remained healthy and cordial throughout the year, resulting in constant co - operation by all the employees in day to day work and implementing policies of your Company.

14. COMPANYS QUALITY SYSTEM (ISO-9001:2008)

Your Company is certified for ISO 9001:2008 for "Manufacture and Sale of Amine based Industrial Chemicals." There was surveillance audit since the Companys certification by internationally reputed M/s. BVQI. In terms of improvement of effectiveness of QMS and its processes, system updated as per 9001:2008. Documentation changed to 3 levels of all the departments. In the current year also M/s. BVQI had conducted their audit.to upgrade our existing certificate as per ISO: 9001:2008, guidelines and had certified for certification as per ISO:9001:2008 QMS.

The ISO 9001:2008 certification has enabled your Company to project a better image and inspire greater confidence amongst its customers & other business associates.

15. SAFETY & ENVIRONMENT:

Your Company believes in maintaining highest standards of safety. The Company is committed to operating plants with safety features in mind, using safe working procedures and practices, meeting the applicable statutory requirements in all respects, monitoring the plant and ambient environment to maintain a clean and safe environment in and around the plants and conducting periodical safety audits as well as medical check-up of employees. Safety training is imparted regularly for personnel working in the plant. This well planned training cultivates safety awareness in employees, which ultimately results in prevention of accidents. Necessary Personal Protection Equipments are available at site. The upgraded liquid effluent treatment facilities are properly maintained & liquid & air pollution standards are always maintained below the permissible level as set by the Gujarat Pollution Control Board. The Company is planning to instal Fire Hydrent System in its plant to enhence safety & security of its plant & workers.

16. LISTING DETAILS:

At present, your Companys securities are listed on:

Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai 400 001. Code No. 500120 The Company has paid the annual listing fees to the above Stock Exchange for the financial year 2010-2011.

17. DETAILS REGARDING DEPOSITORY:

Your Company has an Agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares in accordance with theprovisions of the Depository Act, 1996. As on date, approximately 93% of the shares are held in the dematerialized form.

18. AGENCY FOR SHARE TRANSFER / DEM AT PURPOSE:

Pursuant to SEBI Directive in respect of appointment of Common Agency for both DEMAT & Physical Share Transfer work, your Company has appointed and continued with M/s. MCS Ltd., 1st Floor, Neelam Apartment, 88, Sampatrao Colony, Alkapuri, Vadodara 390 007, as a R&T Agent for both DEMAT & Physical Share Transfer work w.e.f. 1sl April, 2003. Accordingly, all the shareholders are requested to take note of the same and send all future correspondences / queries to the M/s. MCS Ltd., at the abovementioned address.

19. ACKNOWLEDGEMENT:

Your Directors thank the Companys valued customers and various Government, Semi- Government and Local Authorities, Suppliers and other business associates, Vendors, as well - as the various Banks for their continued support to the Companys growth and look forward to their continued support in the future also.

Your Directors place on record their appreciation of the contribution made by the employees at all levels across the Company towards the efficient working and operations of the Company. Last but not the least, the Board of Directors wish to thank (he Investor Shareholders for their unstinted support, co-operation and faith in the Company.

For and on behalf of the Board

YOGESH KOTHARI

Mumbai, Dated: May 21, 2010. Chairman

 
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