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Directors Report of GRM Overseas Ltd.

Mar 31, 2015

TO,

THE MEMBERS,

GRM OVERSES LIMITED

The Directors have great pleasure in presenting their 21st Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

(Rs. in lacs)

FINANCIAL RESULT Current Year Previous Year 2014-2015 2013-2014

Profit before Depreciation & Finance Charges 2,404.88 1,581.69

Less : Finance Charges 1,404.89 733.79

Depreciation 211.61 1,616.50 129.11 862.90

Net Profit after Depreciation & Finance Charges 788.38 718.79

Provision for Income Tax, Deferred Tax 331.49 236.05

APPROPRIATIONS

Transferred to Profit & Loss Account 456.89 396.41

Provision for Dividend & Tax Thereon - 86.33

CURRENT YEAR WORKING:

Your Directors hereby inform you that in the current year the overall performance of the company are stable as compare to the last financial year. During the current year the Company would make all efforts to accelerate its' pace of growth and overall performance.

DIVIDEND:

Your Company needs capital for its expansion plans, therefore the board has decided to invest the profit into the operation of the Company. Hence, no dividend is recommended for the year ended 31st March, 2015.

SHARE CAPITAL:

The paid up equity capital as on march 31, 2015 was Rs. 3,68,95,000. During the year the Company has not come out with any public issue, right issue, preferential issue etc. The Company Come out with a Public Issue in the Year 1995 and it has never come with any right issue, preferential issue etc. thereafter.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 161.01 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

During the Financial Year Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company has duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the company.

The Annual Report on CSR activities is annexed herewith as: Annexure A

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

The information pursuant to Section 134(3)(m) of the Companies Act, 2013 and the rules made thereunder regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo as required, are annexed as " Annexure D" and forms part of this report.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

In accordance with the Section 152 of the Companies Act, 2013 & Articles of Association of the Company, Mr. Rohit Garg, Whole-Time-Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board of Directors recommends for his re-appointment. Apart from the above Shri Praveen Kumar resigned from the directorships of the Company with effect from 19th August, 2014.

The Board has placed on record its appreciation of the contribution made by Parveen Kumar during his tenure as Directors of the Company.

Mrs. Kiran Dua has been appointed as an additional Director (Independent Women Director) with effect from 20th August, 2014 and subsequently appointed as a Independent Women Director at the Annual General Meeting held on 30.09.2014

Mr. Vikram Malik and Mr. Chetan Kapoor have been Appointed as Independent Directors to hold office for five consecutive years.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Nine Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mr. Hukam Chand Garg, Managing Director

(ii) Mr Atul Garg, Whole-Time-Director

(iii) Mr. Atul Garg, Whole-Time-Director

(iv) Mr. Rattan Lal Mittal, Chief Financial Officer

(v) Mr. Vijay Kumar Dwivedi, Company Secretary

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing agreement. The said policy is available at the company website viz. http/www.grmrice.com.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.grmrice.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There is no other qualification, reservation or adverse remark or disclaimer made by the auditor in his report; and the company secretary in practice in his secretarial audit report.

AUDITORS:

To appoint M/s Shashi Chadha & Co., Chartered Accountants (FRN-015666N) as Statutory auditor of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A certificate from the auditors have been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. During the year M/s PVS & Co., Chartered accountants, statutory auditor of the company have shown their unwillingness to be re-appointed, as statutory auditors of the Company due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed hereto and forms part of the Annual Report.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed SAS & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

EXTRACT OF ANNUAL RETURN:

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

DECLARATION BY INDEPENDENT DIRECTORS:

The company at its Annual General Meeting held on 30th September, 2014 had appointed Mr. Vikram Malik, Mr. Chetan Kapoor and Mrs. Kiran Dua, as Independent Directors of the Company. They hold office for a period up to 31st March, 2019 and shall not be liable to retire by rotation. Further all the Independent directors have declared and affirmed their Compliance with the independence criteria as mention in section 149(6) of the Companies act, 2013 and Clause 49 of the listing agreement in respect of their position as Independent Directors of the company.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed M/S Vishal Malhotra & Co., Charatered Accountants as a Internal Auditor of the Company. M/S Vishal Malhotra & Co., Charatered Accountants, placed the internal audit report to the Company which is self explanatory and need no comments.

LISTING OF SHARES:

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the year 2015–16 has already been paid to the stock exchanges.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

- the ratio of the remuneration of each director to the median employee's remuneration for the financial year and such other details as prescribed is as given below:

Name of Director Ratio

Shri Hukam Cand Garg- (Chairman & Managing Director) 22.02

Shri Atul Garg- (Whole-Time-Director) 17.42

Shri Rohit Garg- (Whole-Time-Director) 25.16

- the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:--

Name of Director Designation % Change

Mr. Hukam Cand Garg- Chairman & Managing Director 42.18

Mr. Atul Garg- Whole-Time-Director 62.50

Mr.Rohit Garg- Whole-Time-Director NA

Mr. Vijay Kumar Dwivedi Company Secretary NA

Mr. Rattan Lal Mittal Chief financial Officer NA

- the percentage increase in the median remuneration of employees in the financial year:- Nil

- the number of permanent employees on the rolls of company:-108

- the explanation on the relationship between average increase in remuneration and company performance:-

Particulars Year ended 2014 Year ended 2015 % increase

Employee benefit expenses 67,54,617 1,43,96,156 113.13

Sales 4216916892.72 5683740616.83 34.78

Net Profit 48274067.69 45689266.10 (5.35)

EPS 13.08 12.38 (5.35)

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and there are any exceptional circumstances for increase in the managerial remuneration:- N.A

- The key parameters for any variable component of remuneration availed by the directors:- N.A

- The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- N.A

- Affirmation that the remuneration is as per the remuneration policy of the company. YES

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

- No of complaints received:0

- No of complaints disposed off :0

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors

S/d-

Place : Delhi H.C. GARG

August 27, 2015 Chairman & Managing Director

DIN: 00673276


Mar 31, 2014

TO THE MEMBERS

The Directors have great pleasure in presenting the 20th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2014

(Rs. in lacs)

FINANCIAL RESULTS Current Year Previous Year 2013-14 2012-2013

Profit before Depreciation & Finance Charges 1,581.69 1,217.38

Less : Finance Charges 733.79 681.17

Depreciation 129.11 862.90 123.11 804.28

Net Profit after Depreciation & Finance Charges 718.79 413.10

Provision for Income Tax, Deferred Tax 236.05 134.80

APPROPRIATIONS

Transferred to Profit & Loss Account 396.41 191.97

Provision for Dividend & Tax Thereon 86.33 86.33

DIVIDEND

Your Directors'' are pleased to recommend Dividend @20%(i.e. Rs.2/- per Equity Share), for the financial year ended on 31st March 2014(Previous Year Rs.2/-per Equity share), to all those shareholders whose name appears in the register of members of the Company as on Record Date fixed in this regard.

CURRENT YEAR WORKING

Your Directors hereby inform you that in the current year the overall performance of the company has been improved significantly due to higher Sales realization. During the current year the Company would make all efforts to accelerate its'' pace of growth and overall performance.

DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMNT

The Equity Shares of the company are listed at the Bombay Stock Exchange Ltd.(BSE). The Annual Listing Fees has already been paid to BSE.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Atul Garg, Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board recommends their respective re-appointment.

Apart from the above Mr. Hukum Chand Garg has been re-appointed by the Board as Chairman cum Managing Director for a period of 5 years with effect from 1st January, 2015 subject to the approval of the Shareholders on the terms and conditions Contained in the Agreement.

Shri Praveen Kumar resigned from the directorships of the Company with effect from 19th August, 2014. The Board has placed on record its appreciation of the contribution made by Praveen Kumar during his tenure as Directors of the Company. Mrs. Kiran Dua has been appointed as Additional Director with effect from 20th August, 2014 to hold office as Additional Director upto the date of ensuing Annual General Meeting of the Company and subject to approval of the Shareholders in the ensuing Annual General Meeting, is proposed for appointment as Independent Director.

Mr. Vikram Malik and Mr. Chetan Kapoor have been Appointed as Independent Directors to hold office for five consecutive years.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. all the applicable accounting standards have been followed in the preparation of the accompanying accounts and that there are no material departures;

2. they have selected such accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year on March 31, 2014 and of the Profit of the Company for t h e s a i d period;

3. they have taken proper and sufficient care for the maintenance of the 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

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

AUDITORS

The Auditors M/s PVS & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Board of Directors recommends their re- appointment.

PUBLIC DEPOSITS

During the period under review, your company has not accepted any Fixed Deposit from the Public within the meaning of section 58A of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

The Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed hereto and forms part of this Report.

COST AUDITORS

The Company has appointed M/s Bhavna Jaiswal & Associates, Cost Accountants under Rule 5 of the Companies (Cost Accounting Records) Rules, 2011 for giving its Compliance Report as prescribed under Clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 and the said Report has already been filed in the prescribed form with the relevant authorities. The Cost Audit Report for the Financial Year 2013-14 shall be filed by the Cost Auditors, M/s Bhavna Jaiswal & Associates in due course.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

In terms of the Listing Agreement, Separate detailed chapters on Management Discussion and Analysis Report and a report on Corporate Governance along with the Auditor''s Certificate are annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the assistance received from the Company''s Banker viz; State Bank of India and Union Bank of India for their continuous co-operation & support. Your Directors are pleased to place on record their deep appreciation, for the co- operation & support received from its valued customers, foreign buyers and also the hard, sincere and devoted efforts being made by executives, staff and workers at all levels of the company.

By order of the Board Date: 30-08-2014 GRM Overseas Limited

Place: New Delhi

Sd/- H.C.GARG Chairman cum Managing Director


Mar 31, 2010

The Directors have great pleasure in presenting the 16th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2010.

(Rs. /Lacs)

CURRENT YEAR PREVIOUS YEAR

FINANCIAL RESULTS (2009-2010) (2008-2009)

Profit before Depreciation & Finance Charges 1,013.09 896.94

Less : Finance Charges 345.06 334.93

Depreciation 105.80 450.86 58.14 393.0

Net Profit after Depreciation & Finance Charges 562.23 503.87

Provision for Income Tax, Deferred Tax and Dividend Tax 207.04 189.73

APPROPRIATIONS

Transferred to Profit & Loss Account 281.39 240.35

Provision for Dividend 73.79 73.79



DIVIDEND

Your Directors are pleased to recommend Dividend @20% (i.e. Rs.2/- per Equity Share) for the financial year ended on 31st March 2010, to all those shareholders whose name appears in the register of members of the Company as on Record Date fixed in this regard.

CURRENT YEAR WORKING

Your Directors hereby inform you that in the current year the overall performance of the company has been improved substantially and in the current year also all efforts shall be made to further accelerate its pace of growth and overall performance.

DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMNT

The Equity Shares of the company are listed at the Bombay Stock Exchange Ltd.(BSE). The Annual Listing Fees has already been paid to BSE.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Rohit Garg, Director of the Company, retire by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment and the Board recommends his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. all the applicable accounting standards have been followed in the preparation of the accompanying accounts and that there are no material departures;

2. they have selected such accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year on March 31, 2010 and of the Profit of the Company for the said period;

3. they have taken proper and sufficient care for the maintenance of the 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

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

AUDITORS

The Auditors M/S SHASHI CHADHA & CO., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PUBLIC DEPOSITS

During the period under review, your company has not accepted any Fixed Deposit from the Public within the meaning of section 58(A) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

The Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

None of the employees of your company is covered under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is annexed and forms part of this report.

MANAGEMENT DISCUSSION ANALYSIS & CORPORATE GOVERNANCE REPORT

In terms of the Listing Agreement, Separate detailed chapters on Management Discussion and Analysis Report and a report on Corporate Governance along with the Auditors Certificate are annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the assistance received from the Companys Banker viz; State Bank of India for its continuous co-operation & support. Your Directors are pleased to place on record their deep appreciation, for the co- operation & support received from its valued customers, foreign buyers and also the hard, sincere and devoted efforts being made by executives, staff and workers at all levels of the company.

By Order of the Board

H. C. GARG Chairman cum Managing Director

Place : New Delhi Date : August 9, 2010





 
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