Directors Report of Ensa Steel Industries Ltd.

Jun 30, 2015

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2015.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year Ended Year Ended 30-06-2015 30-06-2014

OPERATING PROFIT (PBIDT) (12.75) (4.56)

Interest 0.00 0.00

GROSS PROFIT (12.75) (4.56)

Depreciation 21.77 56.30

PROFIT/(LOSS) BEFORE TAX (34.52) (60.86)

Provision for Tax - -

NET PROFIT/(LOSS) AFTER TAX (152.08) (60.86)

Transfer to General Reserve - -

Balance carried to Balance Sheet (152.08) (60.86)

DIVIDEND

In the absence of profit, your directors do not recommend any dividend.

OPERATIONS

During the year under review, the Company's turnover declined to Rs. 32.65 lacs against Rs. 60.27 lacs in the previous year. Your Company has incurred a Loss of Rs. 152.08 lacs in the current year in compared to loss of Rs. 60.86 lacs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

REPORT ON CORPORATE GOVERNANCE

In Pursuance of the system of Corporate Governance Instituted by SEBI, forming part of the Listing Agreement with the Stock Exchanges, a report thereon is separately attached to this report.

CHANGE IN ACCOUNTING YEAR

Our Company has financial year ended on June 30 every year. Pursuant to Section 2(41) of the Companies Act, 2013, we are required to change financial year from June to March. Therefore our next financial statement will be prepared for a period of Nine months starting from 1st July, 2015 and ended on 31st March, 2016.

DIRECTORS

Shri T. R. Thakkar and Shri Sanjay Chohan, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends his re-appointment.

Ms. Jayshree Sonawala was appointed as independent director w.e.f. 31st March, 2015. As per Companies Act, 2013, Independent Directors shall hold office for a term of up to five consecutive years. Ms. Jayshree Sonawala being eligible and offering herself for appointment is proposed to be appointed as an Independent Director for five consecutive years for a term five years from the date of this Annual General Meeting.. Ms. Jayshree Sonawala submitted to the Board a declaration that she meets criteria of independence as provided in Section 149 (6) of the Companies Act, 2013. The Board recommends appointment of Ms.Jayshree Sonawalaas in dependent director to the members.

During the year, the Board met four times.

Independent Directors Declaration

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Related Party Transactions

There have been no related party transactions with its related parties, key management personnel and relatives of key management personnel.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company does not have any loan, guarantee or investments as prescribed u/s 186 of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

The Board at its meeting held on May 14, 2014, constitute Nomination & Remuneration

Committee, in accordance with section 178 of the Companies Act, 2013. The functions of the Committee include recommending appointments of Directors to the Board, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment and removal, framing an evaluation framework for the evaluation of the performance of the Directors and the Board, evaluation of performance of every Director, recommending to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees, formulating the criteria for determining qualifications, positive attributes and independence of a Director, framing policy on Board diversity and other functions assigned by the Board.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

RISK MANAGEMENT COMMITTEE

The Company has also constituted Risk Management Committee to oversee the operational risk management in the Company. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Company with the approval of Nomination and Remuneration Committee has put in place an evaluation framework for evaluation of the Board of Directors. The Board also carries out an evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee etc.

The evaluation of the Committees is based on the assessment of the compliance with the terms of reference of the Committees. The evaluations for the Directors and the Board were done through circulation of two questionnaires, one for the Directors and the other for the Board which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Company's vision is to be a global benchmark in value creation and corporate citizenship and the Company's long-term Corporate Social Responsibility (CSR) objective, is to improve the quality of life of the communities through long-term value creation for all stakeholders.

Company have CSR committee consisting of Shri T.R. Thakkar, Shri Sanjay Chohan and Ms. Jayshree Sonawala. The Company had incurred losses in the three financial years and therefore not required to Spend any amount for CSR.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTINGTHEGOINGCONCERNSTATUSOFTHECOMPANY

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuance to Section 134 of the Companies Act, 2013, the directors hereby states that :

i) in the preparation of the Annual Accounts for the year ended 30th June, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

ii) 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 loss of the company for that period.

iii) the Directors had 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;

iv) the Directors had prepared the Annual Accounts for the year ended 30th June, 2015 on a going concern basis.

v) 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.

vi) 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.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure.

AUDITORS

Statutory Auditors

At the AGM held on December31,2014 the Members approved the appointment of M/s.H. S. Hathi&Co., Chartered Accountants as statutory auditors subject to the ratification by the Members every year. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/s. H. S. Hathi & Co., Chartered Accountants as statutory auditors for the financial year from 01-07-2015 to 31-03-2016. The appointment is accordingly proposed in the Notice of the current GM vide item no. 4 for ratification by Members. There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

Secretarial Auditors

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 with the approval of its Board, appointed M/s. Suhash Bhattbhatt a Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended June 30, 2015. The Secretarial Audit Report is annexed herewith as Annexure. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

PERSONNEL

No employee of the Company is covered under the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 as amended from time to time.

INTERNAL CONTROL AND ITSADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO

In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption is not applicable. There is no foreign exchange earnings or outgo during the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the assistance and continued co- operation extended by Bankers and Local Governments. Your Directors are also pleased to record their appreciation of the valued contribution, devotion and sense of commitment extended by the employees of the Company.

For and on behalf of the Board of Directors

R. J. SANDESARA - Director

(DIN-01671907)

Place : Mumbai J.C. SANDESARA - Director

Date:27th August, 2015 (DIN-00107371)

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Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2014.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year Ended Year Ended 30-06-2014 30-06-2013

OPERATING PROFIT (PBIDT) (4.56) (7.09)

Interest 0.00 0.01

GROSS PROFIT (4.56) (7.10)

Depreciation 56.30 69.72

PROFIT/(LOSS) BEFORE TAX (60.86) (76.82)

Provision for Tax - -

NET PROFIT/(LOSS) AFTER TAX (60.86) (76.82)

Transfer to General Reserve - -

Balance carried to Balance Sheet (60.86) (76.82)

DIVIDEND

In the absence of profit, your directors do not recommend any dividend.

OPERATIONS

During the year under review, the Company''s turnover declined to Rs. 60.27 lacs against Rs.68.17 lacs in the previous year. Your Company has incurred a Loss of Rs. 60.86 lacs in the current year in compared to loss of Rs. 76.82 lacs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

REPORT ON CORPORATE GOVERNANCE

In Pursuance of the system of Corporate Governance Instituted by SEBI, forming part of the Listing Agreement with the Stock Exchanges, a report thereon is saperately attached to this report.

Shri J. C. Sandesara and Shri R.B. Dixit, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review;

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

iv) that the Directors have prepared the Annual Accounts for the year ended 30th June, 2014 on a ''going concern'' basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the forthcoming Annual General Meeting and having furnished Certificate pursuant to Section 224(1 B) of the companies Act, 1956,they being eligbile have given their consent for re-appointment. The Board recommends their re-appointment. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules 1975 as amended.

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

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption is not applicable. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the assistance and continued co-operation extended by Bankers and Local Governments. Your Directors are also pleased to record their appreciation of the valued contribution, devotion and sense of commitment extended by the employees of the Company.

For and on behalf of the Board

R. J. Sandesara-Director Place : Mumbai (DIN - 01671907) J. C. Sandesara-Director Date : 27th August,2014 (DIN - 00107371)

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Jun 30, 2013

To the Members of ENSA STEEL INDUSTRIES LIMITED

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2013.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year Ended Year Ended 30-06-2013 30-06-2012

OPERATING PROFIT (PBIDT) (7.09) (1.76)

Interest 0.01 0.07

GROSS PROFIT (7.10) (1.83)

Depreciation 69.72 80.96

PROFIT/(LOSS) BEFORE TAX (76.82) (82.79)

Provision for Tax - -

NET PROFIT/(LOSS) AFTER TAX (76.82) (82.79)

Transfer to General Reserve - -

Balance carried to Balance Sheet (76.82) (82.79)

DIVIDEND

In the absence of profit, your directors do not recommend any dividend.

OPERATIONS

During the year under review, the Company''s turnover declined to Rs. 68.17 lacs against Rs.133.93 lacs in the previous year. Your Company has incurred a Loss of Rs. 76.82 lacs in the current year in compared to loss of Rs. 82.79 lacs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

REPORT ON CORPORATE GOVERNANCE

In Pursuance of the system of Corporate Governance Instituted by SEBI, forming part of the Listing Agreement with the Stock Exchanges, a report thereon is saperately attached to this report.

DIRECTORS

Shri R.J. Sandesara and Shri Sanjay Chohan, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

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

iv) that the Directors have prepared the Annual Accounts for the year ended 30th June, 2013 on a ''going concern'' basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the forthcoming Annual General Meeting and having furnished Certificate pursuant to Section 224(1B) of the companies Act, 1956,they being eligible have given their consent for re-appointment. The Board recommends their re-appointment. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Company''s (Particulars of Employees) Rules 1975 as amended.

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

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption is not applicable. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the assistance and continued co-operation extended by Bankers and Local Governments. Your Directors are also pleased to record their appreciation of the valued contribution, devotion and sense of commitment extended by the employees of the Company.

For and on behalf of the Board

R. J. Sandesara-Director

Place : Mumbai

J. C. Sandesara-Director

Date : 27th August,2013

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Jun 30, 2011

To the Members of ENSA STEEL INDUSTRIES LIMITED

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2011.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year Ended Year Ended

30-06-2011 30-06-2010

OPERATING PROFIT (PBIDT) (0.74) 89.88

Interest 0.28 0.50

GROSS PROFIT (1.02) 89.38

Depreciation 93.80 108.70

PROFIT/(LOSS) BEFORE TAX (94.82) (19.32)

Provision for Tax - -

NET PROFIT/(LOSS) AFTER TAX (94.82) (19.32)

Transfer to General Reserve - -

Balance carried to Balance Sheet (94.82) (19.32)

DIVIDEND

In the absence of profit, your directors do not recommend any dividend.

OPERATIONS

During the year under review, the Company's turnover declined to Rs. 443.19 lacs against Rs. 633.24 lacs in the previous year. Your Company has incurred a Loss of Rs. 94.82 lacs in the current year in compared to loss of Rs. 19.32 lacs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

REPORT ON CORPORATE GOVERNANCE

In Pursuance of the system of Corporate Governance Instituted by SEBI, forming part of the Listing Agreement with the Stock Exchanges, a report thereon is separately attached to this report.

DIRECTORS

Shri R.J. Sandesara and Shri R. B. Dixit, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Shri Sanjay Chohan was appointed as an Additional Director of the company. The Board recommend the appointment of Shri Sanjay Chohan as a Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

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

(iv) that the Directors have prepared the Annual Accounts for the year ended 30th June, 2011 on a 'going concern' basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H.S. Hathi & Co., Chartered Accountants, Auditors of the Company shall retire at the forthcoming Annual General Meeting and having furnished Certificate pursuant to Section 224(1 B) of the companies Act, 1956, are eligible for re-appointment. The Board recommends their re-appointment. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Company's (Particulars of Employees) Rules 1975 as amended.

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

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption is not applicable. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the assistance and continued co-operation extended by Bankers and Local Governments. Your Directors are also pleased to record their appreciation of the valued contribution, devotion and sense of commitment extended by the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai R. J. SANDESARA

Date : 30th November, 2011 Director

J. C. SANDESARA

Director

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Jun 30, 2010

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year Ended Year Ended

30-06-2010 30-06-2009

OPERATING PROFIT (PBIDT) 89.88 83.41

Interest 0.50 2.74

GROSS PROFIT 89.38 80.67

Depreciation 108.70 125.98

PROFIT/(LOSS) BEFORE TAX (19.32) (45.31)

Provision for Tax - 1.50

NET PROFIT/(LOSS) AFTER TAX (19.32) (46.81)

Transfer to General Reserve

Balance carried to Balance Sheet (19.32) (46.81)

DIVIDEND

Your Directors do not recommend any dividend for the current year with a view to conserve the resources and to meet the long-term fund requirements of your Company.

OPERATIONS & FUTURE OUTLOOK

During the year under review, the Companys turnover declined to Rs. 633.24 Lacs against Rs. 704.51 Lacs in the previous year. Your Company has incurred a Loss of Rs. 19.32 Lacs for the year in compared toRs. 46.81 Lacs in the previous year. The management expects that the performance of the company will be increased in the coming years.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

REPORT ON CORPORATE GOVERNANCE

In Pursuance of the system of Corporate Governance Instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is saperately attached to this report.

DIRECTORS

Shri T.S. Suthar Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review;

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

iv) that the Directors have prepared the Annual Accounts for the year ended 30th June, 2010 on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and having furnished Certificate pursuant to Section 224(1 B), they being eligible have given their consent for reappointment. The Board recommends their re-appointment. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companys (Particulars of Employees) Rules 1975.

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

In accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption is not applicable. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the assistance and continued co-operation extended by Bankers and Local Governments. Your Directors are also pleased to record their appreciation of the valued contribution, devotion and sense of commitment extended by the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai R. J. SANDESARA

Date : 19tr November, 2010 Director

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Jun 30, 2009

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 30th June, 2009.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars Year Ended Year Ended

30-06-2009 30-06-2008

OPERATING PROFIT (PBIDT) 83.41 201.61

Interest 2.74 7.56

GROSS PROFIT 80.67 194.05

Depreciation 125.98 146.03

PROFIT BEFORE TAX (45.31) 48.02

Provision for Tax 1.50 16.00

NET PROFIT AFTER TAX (46.81) 32.02

Transfer to General Reserve - -

Balance carried to Balance Sheet (46.81) 32.02



DIVIDEND

Your Directors do not recommend any dividend for the current year with a view to conserve the resources and to meet the long-term fund requirements of your Company.

OPERATIONS & FUTURE OUTLOOK

During the year under review, the Companys turnover declined to Rs. 704.51 Lacs against Rs. 1048.37 Lacs in the previous year. Your Company has incurred a Loss of Rs. 45.31 Lacs for the year in compared to Profit before tax in the previous year of Rs. 48.02 Lacs.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

REPORT ON CORPORATE GOVERNANCE

In Pursuance of the system of Corporate Governance Instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is saperately attached to this report.

DIRECTORS

Shri Jayantilal C. Sandesara and Shri Tirthesh Ramanlal Thakkar Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) That in the preparation of the Annual Accounts for the year ended 30th June, 2009, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review;

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

iv) that the Directors have prepared the Annual Accounts for the year ended 30th June, 2009 on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

AUDITORS AND THEIR REPORT

M/s. H. S. Hathi & Co., Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and having furnished Certificate pursuant to Section 224(1 B), they being eligible have given their consent for reappointment. The Board recommends their re-appointment. The observations made by the Auditors are self explanatory and have been dealt with in the notes forming part of the Accounts and hence need no further clarification.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companys (Particulars of Employees) Rules 1975.

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

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption is not applicable. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the assistance and continued co-operation extended by Bankers and Local Governments. Your Directors are also pleased to record their appreciation of the valued contribution, devotion and sense of commitment extended by the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai R. J. SANDESARA

Date : 25th November, 2009 Director