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Directors Report of Flex Foods Ltd.

Mar 31, 2015

To the Members,

The Directors are pleased to present the 25th Annual Report together with the Audited Accounts of the Company for the Financial year ended 31st March, 2015

Financial Results

The financial results for the year ended 31st March, 2015 and for the previous year ended 31st March, 2014 are as follows:

(Rs. In Lacs) Year Ended Year Ended 31.03.2015 31.03.2014

Income from Operation 7245.20 6616.48

Other Income 245.88 314.60

Profit before Finance 2116.28 1914.18 cost, Depreciation and Taxes

Finance Cost 286.28 200.53

Depreciation 389.15 356.77

Profit before Tax 1440.85 1356.88

Provision for Taxation 462.15 319.27

Deferred Tax (Assets)/ 46.74 2.47 liability

Short/(Excess) Provision (9.38) 0.21 of earlier year

Profit for the Year 941.34 1034.93

Earnings per Share 7.56 8.31

Your Company during the year achieved total revenue of Rs.7491.08 including other income of Rs.245.88 lacs in comparison to total revenue of Rs 6931.08 lacs including other income of Rs 314.60 lacs in the previous year ended 3151 March, 2014. During the year the Company made export of manufactured/traded goods on FOB basis to the tune of Rs 5071.32 lacs, which is approximately 71% of the total sales. Your Company ended the year with a net profit of Rs.941.34 lacs compared to profit of Rs.1034.93 lacs for the previous year ended 31st March, 2014. The earning per share is Rs. 7.56 in comparison to Rs.8.31 per share in the previous year.

The operational aspects of the Company's working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors' Report.

Dividend

Your Directors are pleased to recommend a dividend @ Rs.2.25 per share for the financial year ended 31 March, 2015. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 16.08.2015. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner.

Share capital

The paid-up equity share capital as on 31st March, 2015 was Rs. 12.45 crores. During the year under review, the company has neither issued shares with Differential Voting Rights nor granted Stock Options nor sweet Equity. As on 31st March, 2015 none of the Director of the Company held shares or convertible instruments of the Company except Mr. Ashok Chaturvedi, Chairman who held 7610 Equity Shares.

Fixed Deposit

During the year under review, your Company did not accept any Fixed Deposits from the Public

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri

S.K. Kaushik, Director (DIN 00027035) of the Company retires by rotation and being eligible offers himself for re- appointment.

Brief resume of the Director seeking re-appointment, nature of his expertise in specific functional areas and the name of the Public Companies in which he holds Directorship and Chairman/Membership of the Committees of the Board, is given as Annexure to the Notice convening the Annual General Meeting.

Directors' Responsibility Statement

On the basis of compliance certificates received from the Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors / Internal Auditors of the Company from time to time, your Directors make the following statement in terms of section 134(3)(c) of the Companies Act, 2013

1) that in the preparation of the Annual Financial Statement for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) that the company has selected such Accounting Policies and applied consistently and judgment and estimates have been made 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 as at 31st March, 2015 and of the profits of the Company for the year ended on that date;

3) that the proper and sufficient care has been taken 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.

4) that the Annual Financial Statement have been prepared on a going concern basis;

5) That proper Internal Financial Control were in place and that internal financial controls were adequate and were operating effectively.

6) That the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

Auditors & Audit

The Statutory Auditor of the Company M/s Jain Singhal & Associates, Chartered Accountants, New Delhi (Firm Registration No. 005839N) were appointed as Statutory Auditors by the members for a period of three years in the Annual General Meeting held on 23rd August, 2014. Their appointment would be ratified at the ensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm Registration No. 000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2015-2016.

Secretarial Auditors

The board of Directors of your Company has appointed M/s. Mahesh Gupta & Company, Practicing Company Secretaries, as Secretarial Auditors pursuant to the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial Auditors is annexed to the report as per Annexure 'A'. There is a qualification in the Report that Company did not appoint Woman Director upto 3151 March, 2015.

The management has clarified that, it is in search out and in process of appointing a woman director soon.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

A separate report on Corporate Governance alongwith Report on Management Discussion & Analysis is enclosed as a part of the Annual Report.

Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000 crores or more, or net profit of Rs. 5 Crore or more during any financial year have to spend at least 2% of the average net profit of the company made during the three immediately preceding financial years.

The Company has to do a CSR activity for an amount of Rs. 18.38 lakh based on the average profits of the three immediate preceding financial years. It being the first year of application of CSR provisions, the company has been on the look out to identify meaningful CSR activity covered under the Schedule VII of the Companies Act, 2013, which can be undertaken by the Company on sustained basis and therefore no expenditure has been made during the year.

The report on CSR activities is annexed as an Annexure B. Disclosure under companies Act, 2013

(i) Extract of Annual Return

The details forming part of the Extract of Annual Return in annexed as per Annexure 'c'

(ii) Meetings

During the year Four Board Meetings and Four Audit Committee meetings were convened and held. The details of which are given in Corporate Governance Report.

(iii) composition of Audit committee

The Board has constituted a Audit Committee, which comprises of Mr. T.N. Pandey as Chairman and Mr. G.N. Gupta, Mr. M.G. Gupta and Mr. R.K. Jain as the Members. More details about Committee are given in Corporate Governance Report.

(iv) Related Party transactions

None of the transactions with any of related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at the weblink www.flexfoodsltd.com./investor/policy- on-related-party-transactions- htm.

The details of the transaction with the Related party are provided in the accompanying financial statements.

(v) Particulars of Loan, Guarantees and investment

Details of loans, guarantees and investment covered under Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

Significant and Material Orders Passed by the Regulators or court

There are no significant and material order passed by the Regulators or Court, which would impact the going concern status of the Company and its future operations.

Internal Financial Control

A detailed note has been provided under Management Discussion and Analysis report.

Vigil Mechanism And Whistle Blower Policy

Fraud free and corruption free work culture has been the core of the company's functioning . In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the board was uploaded on the Company website at weblink www.flexfoodsltd.com/PDF/Whistle-Blower-Policy/ whistleblowerpolicy.pdf.

Board Evaluation

Pursuant to provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.

The manner of evaluation of Non-independent Directors, Chairman and the board as a whole was done at a separate meeting held by Independent Directors.

The performance evaluation of Independent Directors was done by the entire board, excluding Directors being evaluated.

Disclosure Under Sexual Harassment of women at work Place (Prevention, Prohibition and Redressal) Act, 2013

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the Financial Year 2014-2015 and hence no complaint is outstanding as on 31.03.2015 for redressal.

Remuneration Policy

The board has framed a policy for selection of and appointment of Directors, Senior Management and their remuneration

Subsidiary, Joint Ventures And Associate companies

The Company does not have any Subsidiary or Joint venture Company. However, the company is associate company of UFLEX ltd.

Particulars of employees

There has been no employee during the year whose particulars are required to be given pursuant to provision of the Companies Act, 2013. Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure-D.

conservation of energy, Technology Absorption, foreign exchange earning and Outgo

Information under Section 134 of the Companies Act, 2013 read with the rules made there under is given in Annexure 'E' forming part of this Report.

Personnel,

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, banks and all business Associates during the year under review. The board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the board

Place : NOIDA Ashok Chaturvedi Dated : 27.05.2015 Chairman (DIN 00023452)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 24th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014

Financial Results

The financial results for the year ended 31st March, 2014 and for the previous year ended 31st March, 2013 are as follows:

(Rs. in lacs) Year Ended year Ended 31.03.2014 31.03.2013

Income from Operation 6617.34 5282.80

Other Income 313.74 293.40

Profit before Finance Cost, Depreciation and Taxes 1916.61 1244.58

Finance Cost 202.96 164.89

Depreciation & Amortisation Expenses 356.77 340.49

Profit before Tax 1356.88 739.20

Provision for Taxation 319.27 192.34

Deferred Tax (Assets)/Liability 2.47 (11.24)

Short/(Excess) Provision of earlier year 0.21 (0.09)

Profit for the Year 1034.93 558.19

Earning per Share 8.31 4.49

your Company during the year achieved total revenue of Rs.6931.08 lacs including other income of Rs.313.74 lacs in comparison to total revenue of Rs.5576.20 lacs including other income of Rs.293.40 lacs in the previous year ended 31st March, 2013. During the year the Company made export of manufactured/traded goods on FOB basis to the tune of Rs 4847.47 lacs, which is approximately 73.70% of the total sales. Your Company ended the year with a net profit of Rs.1034.93 lacs compared to profit of Rs.558.19 lacs for the previous year ended 31st March, 2013. The earning per share is Rs.8.31 in comparison to Rs.4.49 per share in the previous year. From these figures, it could be seen that the company''s working for the year ended 31st March, 2014 has improved substantially compared to the previous year. The operational aspects of the Company''s working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors'' Report.

Dividend

Your Directors are pleased to recommend a dividend @ Rs.2.25 (22.50%) per fully paid share for the financial year ended March, 2014. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 18th August 2014. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 18th August 2014.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri R.K. Jain, (DIN 00024692), Director of the Company retires by rotation and being eligible offers himself for re- appointment.

Mr. M.G. Gupta, Mr. T.N. Pandey and Mr. G.N. Gupta Directors of the Company, are being appointed as independent Directors for five consecutive years for a term upto March 31, 2019 as per the provision of Section 149 and other applicable provisions of the Companies Act, 2013

Brief resume of the Directors seeking appointment/re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/Membership of the Committees of the Board, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of the Company is disqualified as per provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Your Directors recommend their appointment/reappointment.

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public.

Auditors & Audit

The Statutory Auditors of the Company, M/s. Jain Singhal & Associates, Chartered Accountants (Firm Registration No.005839N), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. Jain Singhal & Associates, Chartered Accountants (Firm Registration No. 005839N) as the Auditors of the Company for a period of three years.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has appointed M/s. Vijay Singhal & Co., Chartered Accountants, Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2014-2015.

Secretarial Auditors

The Board of Directors of your Company has appointed Ms. Mahesh Gupta & Company, Practicing Company Secretary, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulates Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors'' Responsibility Statement

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

1) that in the preparation of the Annual Account for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there has been no material departure.

2) that the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that were 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 profits of the Company for the year under review.

3) 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.

4) that the Directors have prepared the Annual Accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

Particulars of Employees

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Information under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the Board

Place : NOIDA Ashok Chaturvedi Dated : 22.05.2014 Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2013 and for the previous year ended 31st March, 2012 are as follows: (Rs. in lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Income from Operation 5282.80 5047.02

Other Income 293.40 276.45

Profit before Finance Cost, 1244.58 1151.17 Depreciation and Taxes

Finance Cost 164.89 143.52

Depreciation 340.49 336.07

Profit before Tax 739.20 671.58

Provision for Taxation 192.34 186.01

Deferred Tax (Assets)/Liability (11.24) 55.30

Short/(Excess) Provision of earlier (0.09) 12.68 year

Profit for the Year 558.19 417.59

Earning per Share 4.49 3.36

Your Company achieved total revenue of Rs.5576.20 lacs including other income of Rs.293.40 lacs in comparison to total revenue of Rs.5323.47 lacs including other income of Rs.276.45 lacs in the previous year ended 31st March, 2012. During the year the Company made export of manufactured/ traded goods on FOB basis to the tune of Rs. 3712.55 lacs, which is approximately 71.45% of the total sales. Your Company ended the year with a net profit of Rs.558.19 lacs compared to profit of Rs.417.59 lacs for the previous year ended 31st March, 2012. The earning per share is Rs.4.49 in comparison to Rs.3.36 per share in the previous year.

The operational aspects of the Company''s working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors'' Report.

Dividend

Your Directors are pleased to recommend a dividend @Rs.2/- per share (20%) for the financial year ended March, 2013. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 23rd June, 2013. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 23rd June, 2013.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ashok Chaturvedi and Shri T.N. Pandey, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/Membership of the Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of the Company is disqualified as per provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public

Auditors

The Auditors of the Company, M/s Jain Singhal & Associates, Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulates Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors'' Responsibility Statement

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

1. that in the preparation of the Annual Account for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there has been no material departure.

2. that the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that were 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 profits of the Company for the year under review.

3. 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.

4. that the Directors have prepared the Annual Accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

Particulars of Employees

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Information under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the Board

Place : NOIDA Ashok Chaturvedi

Dated : 13.05.2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 and for the previous year ended 31st March, 2011 are as follows:

(Rs. in lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Income from Operation 5047 4606

Other Income 277 235

Profit before Finance Cost, 1152 957 Depreciation And Taxes

Finance Cost 144 143

Depreciation 336 339

Profit before Tax 672 475

Provision for Taxation (186) (161)

Provision for Deferred Tax (Charges)/ (55) 31

Credit

(Short)/Excess Provision of earlier (13) (1)

year for Income Tax

Profit for the Year 418 344

Earning per Share 3.36 2.76

Your Company achieved total revenue of Rs.5324 lacs including other income of Rs.277 lacs in comparison to total revenue of Rs.4841 lacs including other income of Rs.235 lacs in the previous year ended 31st March, 2011. During the year the Company made export of manufactured/traded goods on FOB basis to the tune of Rs 3210 lacs, which is approximately 63.60% of the total income from operations. Your Company ended the year with a net profit of Rs.418 lacs compared to profit of Rs.344 lacs for the previous year ended 31st March, 2011. The earning per share is Rs.3.36 in comparison to Rs.2.76 per share in the previous year.

The operational aspects of the Company's working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors' Report.

Dividend

Your Directors are pleased to recommend a dividend @Rs.2/- (20%) per share for the financial year ended March, 2012. the dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 20.08.2012. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 20th August, 2012.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri S.K. Kaushik and Shri G.N. Gupta, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/Membership of the Committees of the Board, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of the Company is disqualified as per provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public

Auditors

The Auditors of the Company, M/s Jain Singhal & Associates, Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if

made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulate Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors' Responsibility Statement

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

1) that in the preparation of the Annual Account for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and there has been no material departure.

2) that the Directors have selected such Accounting Policies and applied them consistently and made judgment and estimates that were 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 profits of the Company for the year under review.

3) 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.

4) that the Directors have prepared the Annual Accounts on a going concern basis.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

Particulars of Employees

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Information under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ‘A' forming part of this Report.

Personnel

Relations with the Employees remain cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the Board

Place : NOIDA R.K. Jain S.K. Kaushik

Dated : 09.07.2012 Director Director


Mar 31, 2010

The Directors are pleased to present the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results for the year ended 31s! March, 2010 and for the previous year ended 31st March, 2009 are as follows:

(Rs. in lacs)

Year Ended Year Ended 31,03,2010 31.03.2000

Sales 3589,06 431051

Other income 401.98 393.24

Profit before (merest, Financial

Charges 4 Depreciation 1067,84 1477 15

Interest & Financial Charges 188.39 243.20

Depreciation 334.99 328.69

Profit before Tax 546.46 900 26

Provision for Taxation 91.72 100 50

Provision for Deferred Tax 70.88 (42 48)

Charge / Credit)

Wealth Tax 0.46 0.43

Fringe Benefit Tax - 6.58

Profit after Tax 383.39 835.24

(Short}/Excess Provision of earlier year

- For Income Tax (0.84) 4.02

- For Wealth Tax - (0.001)

- For Fringe Benefit Tax 1.02 (0.53)

Profit for the Year 383.77 838,73 Profit brought forward from

Previous Year 2966.70 2719.28

Profit available for

approp hat ions 3360.47 3558.02



Your Company achieved a turnover of Rs,3991 04 lacs including other income of Rs.401,98 lacs in comparison to turnover of Rs.4703.75 lacs including other income of Rs.393.24 lacs in the previous year ended 31" March 2009, During the year the Company made export of manufactured/ traded goods on FOB basis to the tune of Rs.2398 01 lacs which is approximately 66 81% of the total sales. Your Company ended the year with a net profit of Rs.383.77 lacs for the year ended 31sl March 2010 compared to profit of Rs.838.73 lacs for the previous year ended 31" March, 2009

The operational aspects of the Companys working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors Report.

Dividend

Your Directors are pleased to recommend a dividend @ Rs.2/- per share for the financial year ended 31" March, 2010. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 28th August, 2010. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 28th August. 2010

Directors

in accordance with the provisions of the Companies Act. 1956 and the Articles of Association of the Company, ShriAshok Chaturvedi and Shrl T.N Pandey, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and (he name of the Public Companies m which they hold Directorship and Chairman/Membership of the Committee of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to (he Notice convening the Annual General Meeting

None of the Directors of the Company is disqualified as per provisions of Section 274(1 )(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public.

Auditors

The Auditors of the Company, M/s Jain Singh & Associates, Chartered Accountants. New Delhi retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment The Company has received a letter from them to the effect that their appointment if made, would be within the prescribed limit under Secbon 224(1 B) of the Companies Act, 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Corporate Governance

The Securities and Exchange Board of India (SEBr) stipulate Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors Responsibility Statement

On the basis of compliance certificates received from the Internal Auditors and Executives of the Company, subject to the disclosures in the Annual Accounts and also on (he basis of the discussion with the Statutory Auditors of the Company from time to time, we state as under:

1) that in the preparation of the Annual Account for the Financial Year ended 3151 March, 2010, the applicable accounting standards have been followed and there has been no material departure.

2) that the Directors have selected such Accounting Policies and applied them consistently and made judgement and estimates that were 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 profits of the Company for the year under review.

3) 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.

4) that the Directors have prepared the Annual Accounts on a going concern basis

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

Particulars of Employees

Particulars cf employees as required u/s 217(2A) of the Companies Act. 1956,read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure A forming part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Information under Section 217(1)(&) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors} Rules, 1988 is given in Annexure B forming part of this Report.

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand / Uttar Pradesh, Banks and all Business Associates during the year under review. The Board also takes this opportunity io express its deep gratitude for the continous support received from the Shareholders and wholehearted cooperation given by the Employees of the Company working at various levels.

For and on behalf of the Board

R.K. Jain S.K. Kaushik

Director Director

Place: NOIDA

Dated :2nd July, 2010