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Directors Report of Himachal Futuristic Communications Ltd.

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the 42nd Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2016.

The Financial results of the year under review are as given below:-FINANCIAL RESULTS

(Rs. In Crores

2015-2016

2014-2015

Profit from Operations (EBITDA)

406.86

321.43

Less / (Add) Exceptional items

1.58

2.98

Less: Finance Cost

35.69

28.54

Profit Before Depreciation and Tax

369.59

289.91

Less: Depreciation

59.25

57.69

Profit before Tax

310.34

232.22

Less: Income Tax for the year

90.98

70.37

Less Deferred Taxation (Provision)

13.58

8.39

Profit After Tax

205.78

153.46

Add: Balance brought forward

643.06

519.66

Balance available for appropriation

848.84

673.12

APPROPRIATIONS

Dividend on Equity shares

4.38

4.2

Tax on Dividend

0.89

0.86

Transfer to General Reserve

-

25

Balance carried forward

843.57

643.06

PERFORMANCE HIGHLIGHTS

During the year under review, the Total Turnover/sales of the Company was Rs. 2641.04 crore as against Rs. 2753.99 crore during the previous financial year.

The operating profit (EBITDA) before exceptional item was Rs. 406.86 crore as against Rs. 321.43 crore last year growing at 26.58 %.

The Company is taking various measures to retain increase its market share and also to improve margins.

Further during the year under review consolidated financial Turnover/sales was Rs. 7220.66 crore and Net Profit after Tax was Rs. 371.13 crore.

Earning Per Equity share (Consolidated) was Rs. 84.76 Per Equity share against the Rs. 39.34 of Previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.1/- per equity share (10%) (Previous year Re.1/ per equity share) for the Financial Year 2015-16 for approval of the Members.

The total dividend would absorb a sum of Rs.4.38 crore and tax thereon of Rs. 0.89 crore.

DEMERGER OF MANUFACTURING UNIT OF JINDAL PHOTO LTD. INTO JINDAL POLY FILMS LTD.

Board of Directors of your Company had, at its meeting held on January 12, 2015 approved a scheme of Arrangement (''the scheme'') between Jindal Photo Limited (“Demerged Company”) and Jindal Poly Films Limited (“Resulting Company”) for demerger of the manufacturing division of the demerged Company, which is engaged in the business of manufacture, production, sale and distribution of photographic products (“Demerged Undertaking”), into the Resulting Company.

suBSEquently, the scheme was filed by both Companies with stock exchanges, NSE and BSE who had given in principle approval vide letter dated 12th March, 2015 and 11th March, 2015 respectively.

Thereafter Petition was filed with Hon''ble High Courts, Allahabad and Mumbai. The Hon''ble Allahabad High court in its hearing held on 12th October, 2015 had approved the scheme.

Further, Hon''ble High Court Mumbai in its hearing held on 26th Feb, 2016 had approved the scheme.

As per the sanctioned scheme, the scheme is effective from the appointed date i.e 1st April, 2014.

Now, the manufacturing division of Jindal Photo Ltd. is a part of Jindal Poly Films Ltd and doing manufacturing business as “JINDAL PHOTO (A Divn. of Jindal Poly Films Ltd.)”.

As per conditions of sanctioned scheme, as a Consideration, Jindal Poly Films Ltd. has issued and allotted 10 equity shares of Jindal Poly Films Ltd for every 59 equity shares of Jindal Photo Ltd. held by Jindal Photo shareholders on record date. (13th May, 2016.) and total No. of allotted Equity shares were 17,38,700.”

Further these shares have been listed on NSE and BSE in July, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A has been included in the Annual Report as a separate section.

DIRECTORS

1. During the year following Directors have resigned

A. Mr. Hemant sharma (DIN 05235723) Non-Executive Director, w.e.f 21st August,2015.

B. Ms. sumita Dhingra, Whole Time Director (DIN 06929317), w.e.f 14th October, 2015.

C. Mr. Anil Kumar Goel (DIN 07195300), Non-Executive Independent Director, w.e.f 7th November,2015.

D. Mr. sanjay Mittal (DIN: 01327274), Whole-time Director w.e.f. 31st May, 2016.

All Directors resigned from Directorship due to their preoccupation and the Board wish to place on record its appreciation of the valuable service rendered by these Directors during their tenure as Directors of your Company.

2. During the year following Directors have been appointed:

A. Mr. Amit Jain (DIN: 00028335), Non-Executive Independent Director w.e.f 29th sept, 2015.

B. Mr. P Uma shankar (00130363), Non-Executive Director w.e.f 7th November, 2015.

C. Ms. shakshi Gupta (07388012), Non-Executive Director, w.e.f 12th January, 2016.

D. Mr. sanjay Digambar Kapote as Whole Time Director w.e.f. 01st June, 2016.

Except Mr. Amit Jain, the term and conditions of appointment of all three directors as mentioned above are subject to approval of members.

Brief resumes of the directors, names of other company (ies) in which they hold directorship, membership of committees of the Board and their shareholdings are given in the Notice to the shareholders.

3. Mr. suresh Dattatraya Gosavi (DIN: 07015202), Whole-time Director, is liable to retire by rotation and being eligible, offer himself for re-appointment.

PARTICULAR OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company secretary in this regard.

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 as per Annexure ‘E''.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement with the stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditor''s Report on its compliance.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term “relative” as per section 2(77) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to 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 statements in terms of section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the Annual Accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are 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 reviewed the internal controls and financial reporting issues with Internal Auditors and statutory Auditors.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

A. Jindal Film India Ltd.(Previously known as Jindal Metal & Mining Ltd.), Global Nonwovens Ltd. and M/s JPF Netherland B.V, Jindal Imaging Limited and Jindal Photo Imaging Limited (Pursuant to scheme of Arrangement) are subsidiary Companies u/s 2(87) of the Companies Act, 2013.

B. JPF Dutch BV, JPF UsA Holding LLC, Jindal Films Americas LLC, Jindal Films Europe Brindisi srl, Jindal Films Europe Kerkrade BV, Jindal Films Europe s.a.r.l, Jindal Films singapore Pte. Ltd., Jindal Films shanghai Co. Limited, Jindal Films Europe Virton s.p.r.l, are stepdown subsidiaries of the Company .

C. Hindustan Powergen Ltd. and Rexor “sAs” are Associate Companies, however the company has transferred its all shareholding of Rexor sAs to JPF Netherland B.V on 18th July, 2016.

D. Jindal Films Europe services was incorporated as 100% step down subsidiary of JPF Dutch BV. Incorporated in Luxembourg on 7th April, 2016.

E. i) Films shawnee LLC merged with Jindal Films Americas LLC w.e.f. 30.04.2015.

ii) Films Lagrange LLC merged with Jindal Films Americas LLC w.e.f. 30.04.2015

iii) Films Macedon LLC 100% Membership rights have been transferred from Jindal Films Americas LLC to JPF UsA holding LLC w.e.f. 15th June, 2015.

iv) 100% membership rights of Jindal Films Europe Virton LLC has been transferred from Jindal Films Americas LLC to JPF UsA Holding LLC 28th March, 2016.

v) Jindal Films Europe services was Incorporated in Luxembourg on 7th April, 2016 as 100% step down subsidiary of JPF Dutch BV.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance sheet of the

Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial statement presented by the Company include the financial results of its subsidiary Companies & Associate Companies. Financial position of the each of the subsidiaries is provided in a separate statement attached to the Financial statement pursuant to first proviso to section 129(3) of the Companies Act, 2013.

SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2016 was Rs.43.78 Crore (please refer note no 30 of standalone Financial statement). During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted stock Options nor sweat Equity. As on 31st March, 2016 none of the Directors of the Company held shares or convertible instruments of the Company.

FIXED DEPOSITS

The Company has not accepted any deposit during financial year ended on 31st March, 2016. Further No renewal of deposits were made during the financial year 2015-2016, so there was no unclaimed deposits as at 31st March, 2016.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability, accuracy, fairness and timeliness of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company has adequate internal control system and procedures, to ensure optimal use of Company''s resources.

The Company has appointed Internal Auditors and they do regular audit of various operational and financial matters to derive findings as a comparison for targets achieved and observations for further action to be taken.

The audit committee of the board of directors periodically reviews and discusses the audit observations.

STATUTORY AUDITORS

M/s Kanodia sanyal & Associates, Chartered Accountants (FRN 008396N) retire and being eligible, offer themselves for reappointment. The auditors have furnished certificate regarding their eligibility for re-appointment as Company''s Auditors, pursuant to section 139 of the Companies Act, 2013

COST AUDITORS

The Board of Directors of your Company has reappointed M/s. R.J. Goel & Company, Cost Accountants (FRN 000026) New Delhi as Cost Auditors of the Company for the financial year 2016-2017.

INTERNAL AUDITORS.

Pursuant to the provisions of section 138 of the Companies Act, 2013, the Board has appointed M/s. B.K. shroff & Co., Chartered Accountants (FRN 302166F) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2016-17.

SECRETARIAL AUDITORS

The Board have re-appointed M/s DMK Associates, Practicing Company secretaries, New Delhi, Practicing Company secretaries, Delhi as secretarial Auditor pursuant to the provisions of section 204 of the Companies Act, 2013. The Report of the secretarial Auditor is annexed to the Report as per Annexure ‘A''.

ENERGY CONSE RVATION, TECHNOLOGY ABSORPTION, FOREIGN EARNING & OUTGO

Information in accordance with the provisions of section 134 (5) of Companies Act, 2013 (erstwhile section 217 (2AA) of the Companies Act, 1956) regarding conse rvation of Energy, technology absorption, foreign exchange earnings and outgo is given in the ''Annexure "B" forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of section 135 of Companies Act, 2013, your Company has a Corporate social Responsibility (CSR) Committee, which comprises

Mr. R.K Pandey, Chairman, Mr. P. Uma shankar, Member and Mr. sanjay Digambar Kapote, Member.

Your Company has also formulated a Corporate social Responsibility Policy (CSR Policy) which is available on the website of the Company “http://www.jindalpoly.com/financial/Final%20CSR%20policy.pdf”

Annual report on CSR activities as required under the Companies (Corporate social Responsibility Policy) Rules, 2014 has been appended as Annexure -“C” and forms integral part of this Report.

DISCLOSURE UNDER COMPANIES ACT, 2013 I. EXTRACTS OF ANNUAL RETURN

The details forming Part of the Extracts of Annual Return is annexed as per Annexure ‘D''.

(II) MEETINGS

During the year, 15 (fifteen) Board Meetings and 08 (Eight) Audit Committee Meetings were held as per details given in Corporate governance Report.

(III) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Radha Krishna Pandey as the Chairman and Mr. P Umashankar, Mr. Amit Jain and Mr. sunil Kumar Agarwal as the Members. More details about the Committee are given in the Corporate governance Report.

(IV) Related Parties Related Party Transactions

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year under review, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website http://www.jindalpoly.com/financial/Related Party Transaction.pdf. The details of the transactions with Related Parties are provided in the accompanying financial statements.

Details of related party transactions are given elsewhere in the Annual Report as per Accounting standard As-18.

Your Directors draw attention of the members to Note (A & B) to the financial statement which sets out related party disclosures.

(V) Particulars of Loans, Guarantees and Investments

During the year under review the company has made Loan, guarantee and Investments, details of these as covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note no. 31.09 in accompanying Financial statements.

(VI) Risk Management.

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

NOMINATION AND REMUNERATION COMMITTEE AND POLICY Terms of reference of Nomination and Remuneration Committee

- Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

- Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.

- Formulation of criteria for evaluation of Independent Directors and the Board.

- Devising a policy on the Board diversity.

- Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company''s Executive Directors on an annual basis or as may be permissible by laws applicable.

- Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/Committee thereof, and, any other benefits such as Commission, if any, payable to the Non- Executive Directors.

- Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.

As per the requirements of the above provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of:

1 Mr. R.K Pandey, Chairman (Non-Executive - Independent)

2 Mr. Amit Jain -Member (Non-Executive - Independent)

3 Mr. sunil Kumar Agarwal - Member, (Non-Executive)

4 Ms. shakshi Gupta- Member, (Non-Executive)

The said committee has been empowered and authorized to exercise the power as entrusted under the provisions of section 178 of the Companies Act, 2013. The Company has a policy on directors'' appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination and Remuneration Policy has been placed on Company''s website www.jindalpoly.com (investor relation), and other required information is annexed to the Board''s Report as Annexure E.

INTERNAL POLICY ON REMUNERATION

The company has Internal Remuneration Policy for Directors, Key Management Personnel and senior Management Personnel. The policy takes into account several factors like age, qualification, years of experience in the industry/ functional area and business management, present emoluments and other qualitative factors such as leadership qualities, communication skills, and performance track record.

The aim is to ensure that the company attracts and retains competent people.

DECLARATION BY INDEPENDENT DIRECTORS

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

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of section 177(10) of the Companies Act, 2013 and details whereof is available on the Company''s website at http://www.jindalpoly.com/financial/ Vegil_Mechanism.pdf. During the year under review, there was no complaint received under this mechanism.

EVALUATION OF BOARD''S PERFORMANCE

On the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for the evaluation of the performance of Independent Directors, Non-Independent Directors and the Chairman of the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation have been communicated to the Chairman of the Board of Directors.

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

The Company has constituted an internal Complaints Committee at organization level to deal the issues relating to any complaint regarding sexual Harassment of Women at Workplace and During the year 2015- 16, no complaint was received by the committee. However As per provisions of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, the Company has constituted formal Committee.

MATERIAL CHANGES

The subsidiary company Global Nonwovens Ltd. has become wholly owned subsidiary Company in August 2016.

Matters as may be prescribed

As per Rule 8(5) of the Companies (Accounts) Rule, 2014, the following additional information are provided:

Sr.

No.

Particulars

1

The financial summary or highlights

The financial highlights including state of Affairs of the Company, Dividend & Reserve have been provided in point above of this report.

2

(ii) The change in the nature of business, if any.

There is no change in the business line of the Company except scheme of arrangement among Jindal Photo Ltd, Jindal Poly Films Ltd and their respective Creditors has been approved by the Courts and now Photo division is part of Jindal Poly Films Ltd.

3

The details of directors or key managerial personnel who were appointed or have resigned during the year

During the year

1. Mr. Hemant sharma - Non Executive Director (DIN 05235723) has resigned w.e.f 21st August, 2015.

2. Ms. sumita Dhingra - Whole Time Director (DIN 06929317) has resigned from Directorship w.e.f. 14th October, 2015.

3. Mr. Anil Kumar Goel, Independent Director (DIN 07195300) has resigned w.e.f 07th November, 2015

4. Mr sanjay Mittal, Whole Time Director (DIN - 01327274) has resigned w.e.f. 31st May 2016

5. Mr. Amit Jain (DIN - 00028335) has been appointed as an Independent Director w.e.f. 29th september, 2015

6. Mr. P Uma shankar (DIN - 00130363) has been appointed as a Non-Executive Director w.e.f. 07th November,2015

7. Ms. shakshi Gupta (DIN - 07388012) has been appointed as Non-Executive Director w.e.f. 12th January, 2016

8. Mr. sanjay Digamber Kapote (DIN: 07529860) has been appointed as Whole-time Director w.e.f 1st June,2016.

4

The names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year

i) Films shawnee LLC, merged with Jindal Films Americas LLC w.e.f. 30.04.2015.

ii) Films Lagrange LLC, merged with Jindal Films Americas LLC w.e.f. 30.04.2015

iii) Films Macedon LLC, 100% Membership rights have been transferred from Jindal Films Americas LLC to JPF UsA holding LLC w.e.f. 15th June, 2015.

iv) 100% membership rights of Jindal Films Europe Virton LLC have been transferred from Jindal Films Americas LLC to JPF UsA Holding LLC 28th March, 2016.

v) Jindal Films Europe services was Incorporated in Luxembourg on 7th April, 2016 as 100% step down subsidiary of JPF Dutch BV.

5

The details relating to deposits, covered under Chapter V of the Act

The Company has not accepted deposits

6

The details of deposits which are not in compliance with the requirements of Chapter V of the Act

Not Applicable

7

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

NIL

8

The details in respect of adequacy of internal controls with reference to the Financial

Procedures are set so as to detect and prevent frauds and to protect the organization’s resources, both physical (e.g., machinery and property) and

Intangible (e.g., Intellectual property such as trademarks). The financial statements are prepared in accordance with the accounting standards issued by the ICAI

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to financial institutions, Banks and various state and Central Government authorities for the co-operation extended to the Company. Directors also take this opportunity to thank the shareholders, customers, suppliers and distributors for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. Your Directors take this opportunity to thank them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of Board of Directors

Sd/- Sd/-

Date : 23rd August, 2016 Whole-time Director Whole-time Director

Place : Delhi. Suresh Dattatraya Gosavi Sanjay Digamber Kapote


Mar 31, 2014

To the Members,

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

FINANCIAL RESULTS

(Rs. in crore)

Particulars 2013-2014 2012-2013

Gross Sales and Services 2057.27 617.31

Other Income 13.69 25.93

Profit/(Loss) before depreciation, 200.50 98.70

finance charges and taxation

Less: Depreciation & Amortisation 19.85 16.68

Finance charges 33.14 27.18

Profit/(Loss) before taxes 147.51 54.84

Provision for taxation 32.45 10.59

MAT credit entitlement (32.42) (10.55)

Profit/(Loss) for the year 147.48 54.80

Balance brought forward from 106.44 51.64 previous years

Proposed dividend on Preference 16.99 - Shares

Tax on proposed dividend 2.89 -

Balance carried to Balance Sheet 234.04 106.44



DIVIDEND

The Board of Directors has recommended a dividend of Rs.6.507- p.a. on each Cumulative Redeemable Preference Shares of Rs.100/- each for the period from 1st January, 2011 to 31st March, 2014 i.e. financial year 2010-11 to 2013-14 amounting to Rs.19.88 crore (inclusive of tax of Rs.2.89 crore). The dividend for financial year 2010-11 would be proportionate which is Rs.1.60 per preference share. The dividend payout is subject to the approval of members at the ensuing Annual General Meeting.

The dividend will be paid to those Preference Shareholders whose names appear in the Register of Preference Shareholders as on 15th September, 2014 within 30 days from the date of declaration.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

Management Discussions and Analysis (MDA) Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES

M/s HTL Limited and M/s Moneta Finance Private Limited, continue to be the subsidiaries of your Company.

The Ministry of Corporate Affairs (MCA) vide its General Circular No. 2/2011 dated 8th February, 2011 has granted general exemption to all companies from attaching the annual accounts of the subsidiaries with the Annual Report of holding company, subject to compliance of conditions specified therein. As required under the said Circular, the Board of Directors of the Company at its meeting held on 14th August, 2014 has given its consent for not attaching the annual accounts of above subsidiary companies to the annual accounts of the Company. Accordingly, annual accounts of the subsidiary companies are not annexed to the annual accounts of the Company. The Central Government has however, prescribed specified information on the subsidiary companies, to be disclosed

as part of its consolidated financial statements. Such information is appearing at page no. 99 of this Annual Report. The Company has annexed audited consolidated financial statements of the Company and all its subsidiaries in the Annual Report.

Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Himachal Futuristic Communications Ltd. 8, Commercial Complex, Masjid Moth, Greater Kailash - II, New Delhi - 110048 and the same shall be sent by post.

The annual accounts of the above subsidiary companies and the related information shall be made available to the Shareholders of the Company as well as to the Shareholders of the subsidiary companies seeking such information at any point of time. The annual accounts of the above subsidiary companies shall also be kept open for inspection for any member of the Company at the Registered office and Corporate office of the Company as well as at the Registered office of the concerned subsidiary companies.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand-supply conditions, raw material prices, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Dr. R M Kastia, Director retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Shri Mahendra Pratap Shukla is Independent Directorof the Company and has held the position as such for more than five years. It is proposed to appoint Shri Mahendra Pratap Shukla as an Independent Director under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for two consecutive years for a term up to the conclusion of the 29th Annual General Meeting of the Company in the calendar year 2016. The Company has received requisite notice in writing from a member proposing Shri Mahendra Pratap Shukla for appointment as Independent Director.

The Company has received declaration from Shri Mahendra Pratap Shukla confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That 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 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 accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Audit Committee and the Board of Directors, therefore, recommended re-appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2014-15 for the approval of Shareholders.

The observations in the Auditors'' Report are self explanatory and do not call for any further comments. The Statutory Auditors in the Annexure to the Auditors'' Report has mentioned about a slight delay in deposit of statutory dues in few cases. In future, management will make all efforts to deposit the same in time.

COST AUDITORS

The Cost Audit Report from M/s SKG & Co., Cost and Management Accountants for financial year ended 31st March, 2013 was filed with Ministry of Corporate Affairs (MCA) on 5th September, 2013. The Board of Directors of the Company has appointed M/s SKG & Co., Cost and Management Accountants, 7-CAyodhya Enclave, Sector-13, Rohini, Delhi - 110085 as Cost Auditor of the Company for conducting the Cost Audit for financial year 2013-14. The Report of the Cost Auditor will be filed within the prescribed period.

PERSONNEL

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is set out in the Annexure-I and forms part of this Report.

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

The information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of DirectorsII Rules, 1988 with respect to these matters is set out in Annexure- and forms part of this Report.

DEPOSITORY SYSTEMS

The Company''s script has come undercompulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.96% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of Shri Mahendra Nahata as the Chairman and Shri M P Shukla and Shri S G Nadkarni as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities to be undertaken by the Company. The Committee shall recommend to the Board the amount to be spent by the Company on the CSR activities. The Committee shall also monitor the CSR Policy of the Company from time to time.

CANCELLATION OF THE LISTING OF THE GLOBAL DEPOSITORY RECEIPTS (GDRs)

The Company has voluntarily sought the delisting of its GDRs from London Stock Exchange and Luxembourg Stock Exchange. The GDRs listing have been cancelled from London Stock Exchange and Luxembourg Stock Exchange w.e.f. 21st March, 2014 and 23rd December, 2013 respectively consequent upon resignation by the Depository i.e. Bank of New York ("BNY Mellon"). The Company has not appointed any Successor Depository and has terminated the Deposit Agreement due to lack of liquidity with virtually no trading taking place and investors'' decreasing interest in depositary receipts.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' Certificate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt, of Himachal Pradesh, Govt, of Goa, IDBI Bank Limited, State Bank of India, Oriental Bank of Commerce, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all co-operations, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confidence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the officers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla Date: 14th August, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the fnancial year ended 31st March, 2013.

(Rs. in thousands) FINANCIAL RESULTS 2012-2013 2011-2012

Sales and Services 6173131 2638282

Other Income 259298 277451

Proft/(Loss) before depreciation, finance charges and taxation 986987 600389

Less: Depreciation & Amortisation 166765 150652

Finance charges 271816 334939

Proft/(Loss) before taxes 548406 114798

Provision for taxation 105930 7568

MAT credit entitlement (105530) (7056)

Proft/(Loss) for the year 548006 114286

Balance brought forward from previous years 516437 402151

Balance carried to Balance Sheet 1064442 516437

DIVIDEND

The Board of Directors have decided to conserve the fnancial resources of the Company and do not recommend any divided on equity and preference shares for the fnancial year ended 31st March, 2013.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Shri Y L Agarwal, Director retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed:

1. That in the preparation of the accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That 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 fnancial year and of the proft of the Company for the year under review;

3. That the Directors have taken proper and suffcient 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 accounts for the fnancial year ended 31st March, 2013 on a ‘going concern'' basis.

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The information and explanation on qualifcations/ observations in the Auditors'' Report are given in

Annexure – I

COST AUDITORS

The Board of Directors of the Company with the approval of Central Government has appointed M/s SKG & Co., Cost and Management Accountants, 7-C Ayodhya Enclave, Sector -13, Rohini, Delhi – 110085 as Cost Auditor of the Company for conducting the Cost Audit for fnancial year 2012-13. The due date for fling of the Cost Audit Report is 30th September, 2013.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to the date of this Report is set out in the Annexure-II and forms part of this Report.

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

The information required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in Annexure-III and forms part of this Report.

DEPOSITORY SYSTEMS

The Company''s script has come under compulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.96% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance along with the Auditors'' Certifcate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt. of Himachal Pradesh, Govt. of Goa, IDBI Bank Limited, State Bank of India, Oriental Bank of Commerce, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all corporation, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confdence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the offcers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla

Date: 23rd August, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31 March, 2012.

(Rs. in thousands)

FINANCIAL RESULTS 2011-2012 2010-2011

Sales and Services 2638282 885526

Other Income 277451 131976

Profit/(Loss) before depreciation, finance charges and taxation 600389 768148

Less: Depreciation & Amortisation 150652 112246

Finance charges 334939 253539

Profit/(Loss) before taxes 114798 402363

Provision for taxation 7568 212

MAT credit entitlement (7056) _

Profit/(Loss) for the year 114286 402151

Balance brought forward from previous years 402151 -

Balance carried to Balance Sheet 516437 402151

DIVIDEND

The Board of Directors have decided to conserve the financial resources of the Company and do not recommend any divided on equity and preference shares for the financial year ended 31st March, 2012.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Shri Arvind Kharabanda and Dr. R M Kastia, Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment. During the year under review, the IDBI Bank Limited vide its letter no. SS.CB/53/56/Nom.8 dated 14th February, 2012 has withdrawn the nomination of Shri R K Bansal from the Board of the Company and in his place appointed Shri S G Nadkarni as its Nominee Director w.e.f. 28th February, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That 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 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 accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS' REPORT

The information and explanation on qualifications/observations in the Auditors' Report are given in Annexure - I

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to the date of this Report is set out in the Annexure-II and forms part of this report.

CONSERvATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in Annexure-III and forms part of this Report.

DEPOSITORY SYSTEMS

The Company's script has come under compulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.92% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CORPORATE GOvERNANCE

A separate statement on Corporate Governance along with the Auditors' Certificate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt. of Himachal Pradesh, Govt. of Goa, IDBI Bank Limited, Unit Trust of India, State Bank of India, Oriental Bank of Commercial, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all corporation, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confidence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the officers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla

Date: 20th August, 2012 Chairman


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year for six months ended 31st March, 2011.

(Rs. in thousands)

FINANCIAL RESULTS 2010-2011 2009-2010

Sales and Services 885526 3205469

Other Income 2410423 816593

Profit/(Loss) before depreciation, finance charges and taxation 768782 (3925892)

Less: Depreciation & Amortisation 112246 390328

Finance charges 253539 814823

Profit/(Loss) before taxes 402997 (5131043)

Provision for taxation 212 455

Income tax for earlier years - 1143

Prior period adjustments 634 (6688)

Profit/(Loss) for the year 402151 (5125953)

Balance brought forward from previous years - (14899023)

Accumulated losses transferred to the Business Reconstruction Account - 20024976

Balance carried to Balance Sheet 402151 -

DIVIDEND

The Board of Directors do not recommend any divided on equity and preference shares for the financial year ended 31st March, 2011 as the Company has not earned Profit from the operational activities.

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTORS

Shri M P Shukla, Director retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That 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 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 accounts for the financial year ended 31st March, 2011 on a ‘going concern’ basis.

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS’ REPORT

The information and explanation on qualifications/observations in the Auditors’ Report are given in Annexure – I

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended up to the date of this Report is set out in the Annexure-II and forms part of this report.

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

The information required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in Annexure-III and forms part of this Report.

DEPOSITORY SYSTEMS

The Company’s script has come under compulsory dematerialization w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all Investors. So far 99.90% of the equity shares have been dematerialized. The ISIN no. allotted to the equity shares of the Company is INE548A01028.

CORPORATE GOVERNANCE

A separate statement on Corporate GOVERNANCE along with the Auditors’ Certificate on its Compliance is given as a part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Govt. of Himachal Pradesh, Govt. of Goa, Industrial DEVELOPMENT Bank of India, Unit Trust of India, State Bank of India, Oriental Bank of Commercial, Punjab National Bank, Bank of Baroda, Union Bank of India and other Banks and Institutions for all corporation, facilities and encouragement they have extended to the Company. Your Director acknowledge the continued trust and confidence you have reposed in this Company. The Directors also place on record their appreciation for the services rendered by the officers, staffs & workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place : New Delhi M P Shukla

Date : 12th August, 2011 Chairman


Sep 30, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the Financial Year for eighteen months ended 30th September, 2010.

(Rs. in million)

FINANCIAL RESULTS 2009-2010 2008-2009

Sales and Services 3205.47 1435.25

Other Income 816.59 54.41

profit/(Loss) before depreciation, finance charges and taxation (3925.90) (1999.78)

Less : Depreciation & Amortisation 390.33 261.46

Finance charges 814.82 909.89

profit/(Loss) before taxes (5131.04) (3171.13)

Provision for taxation 0.46 4.21

Income tax for earlier years 1.14 -

Prior period adjustments (6.69) (8.58)

profit/(Loss) for the year (5125.95) (3166.76)

Balance brought forward from previous year (14899.02) (11732.26)

Accumulated losses transferred to the Business Reconstruction Account 20024.97 -

Balance carried to Balance Sheet - (14899.02)

DIVIDEND

In view of the loss incurred by the Company, your Directors do not recommend any dividend on equity and preference shares for the year ended 30th September, 2010.



FIXED DEPOSITS

The Company has not accepted any Deposits during the year.

DIRECTORS

Shri Arvind Kharabanda and Shri Y L Agarwal, Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for re- appointment. During the year under review Shri Y S Choudhary has resigned from the position of Director (Operations) and ceased to be a Director of the Company w.e.f. 30th May, 2009. However he is continuing with the Company as a Chief Executive officer of the Company w.e.f. 1st June, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confi rmed:

1. That in the preparation of the accounts for the financial year ended 30th September, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That 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 loss of the Company for the year under review;

3. That the Directors have taken proper and suffi cient 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 accounts for the financial year ended 30th September, 2010 on a going concern basis.

AUDITORS

M/s. Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The information and explanation on qualifications/ observations in the Auditors Report are given in Annexure - I.

PERSONNEL

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However having regard to provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to Company Secretary, at the Corporate Offi ce/ Registered office of the Company.

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

The information required under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is set out in the Annexure-II and forms part of this Report.

DEPOSITORY SYSTEM

The Companys scrip have come under compulsory dematerialisation w.e.f. 29th November, 1999 for Institutional Investors and w.e.f. 17th January, 2000 for all investors. So far 99.78% of the shares have been dematerialised. The new ISIN no. allotted to the equity shares of the Company after the reduction of equity share capital is INE548A01028.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance along with the Auditors Certifi cate on its compliance is given as a part of the Annual Report.

VOLUNTARY DELISTING OF SECURITIES

As approved by the Shareholders at their Annual General Meeting held on 29th September, 2008, Company has filed necessary application for delisting of its equity shares from Delhi Stock Exchange Ltd. (DSE), The Calcutta Stock Exchange Association Ltd. (CSE), Jaipur Stock Exchange Ltd. (JSE) & Ludhiana Stock Exchange Ltd. (LSE) and preference shares from LSE. The Company has already obtained the delisting approval from all the above Stock Exchanges.

ACKNOWLEDGEMENTS

The Directors thank the Central Government, Government of Himachal Pradesh, Government of Goa, Industrial Development Bank of India, State Bank of India, Oriental Bank of Commerce, Unit Trust of India, Punjab National Bank, Bank of Baroda, Union Bank of India, Centurian Bank of Punjab Ltd. (now merged with HDFC Bank Ltd.) and other Banks and Institutions for all co-operation, facilities and encouragement they have extended to the Company. Your Directors acknowledge the continued trust and confi dence you have reposed in this Company. The Directors also place on record their deep appreciation for the services rendered by the officers, staff and workers of the Company at all levels and for their dedication and loyalty.

For and on behalf of the Board

Place: New Delhi M P Shukla

Date: 28th February, 2011 Chairman

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