Home  »  Company  »  Indian Toners  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Indian Toners & Developers Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 24th Annual Report alongwith the Accounts for the year ended March 31, 2014.

Working Results

Rs. in Lacs For the year ended 31st March 2014 For the year ended 31 st March 2013

Turnover (including Excise Duty) 3374 2794

Operating Gross Profit 851 483

Less : Financial Charges 8 14

Depreciation & Other Amortisations 109 117 96 110

Profit/(Loss) before Tax & exceptional items 734 373

Less : Exceptional Items 29 19

Profit before tax 705 354

Less : Provision for tax-Current year & 200 108

Add : Previous Year Tax Adjustment 16

Net Profit before Deferred Tax 521 216

Add : Deferred Tax Liability 20 15

Surplus Available for appropriation 541 231

OPERATIONS

Your Company foresees a good scope for the exports of its products. However, frequent and wide fluctuations in foreign currency and tough competition in the international market continues to be a challenge for your Company.

So far your Company''s manufacturing plant in Rampur was running on Diesel Generators as there was no power connection in the Plant. During the last year, your Company was able to get Power Connection from UPPCL. It has substantially reduced the energy cost and has made positive impact on the profitability of the Company in the current year and will be so in the years to come also.

Efforts are going on to develop more products of Colour Toner and your Company is hopeful to achieve the desired results with the help of the research team. Some other value added products have been added in the product list, like the wide format printer toners and MICR toners.

ITDL Imagetec Limited a subsidiary of your Company in Sitarganj (Uttrakhand), for the manufacture of Toners with a manufacturing capacity of 1200 MT., is doing very well and giving satisfactory results which are attached with the

Annual Report. This subsidiary Co. is planning to expand its manufacturing capacity from 1200 MT to 1800 MT by 31st March, 2015.

Your company is always conscious for customers'' satisfaction and strengthening and maintaining its established brand image. Therefore, it is always the aim of your company to offer quality products at reasonable prices, develop more effective logistics and expand the distribution channels so that customers'' needs are catered by providing faster service through better presence and greater market penetration.

RESEARCH AND DEVELOPMENT ACTIVITIES

Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Company''s success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products including Colour Toner in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In – House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

Your Company already started marketing of chemically prepared Colour toner and doing further R & D to develop mechanically prepared colour toners.

During the year the Company has incurred R & D expenses of Rs. 48.58 lacs in various heads in addition to Rs. 6.73 lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

DIRECTORS

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Sanjeev Goel, Mr. Vikram Prakash and Arun Kumar Garg as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. Sanjeev Goel, Mr. Vikram Prakash and Arun Kumar Garg are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 24th Annual General Meeting.

Accordingly, Mr. Kewal Krishan Dhiman shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet 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 Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

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

(iv) the directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS & AUDITORS'' REPORT

M/s K. N. Gutgutia & Co., Chartered Accountants, New Delhi, Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment. The Company has received letter from M/s. K. N. Gutgutia & Company 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.

M/s. K.N. Gutgutia & Co. is already functioning as auditors of the Company for the last more than 10 years and as per provisions of the Companies Act. 2013 and rules framed thereunder, they can hold office for a maximum number of 3 years. The Audit Committee and the Board of Directors recommends the reappointment of M/s K. N. Gutgutia & Co. Auditors of the Company to hold office for a period of 3 years from the Financial Year 2014-15 to 2016-2017 i.e. from the conclusion of the ensuing 24th Annual General Meeting till the conclusion of the 26th Annual General Meeting subject to ratification at every Annual General Meeting

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The reports and accounts of the Subsidiary Company as well as consolidated accounts along with the Statement pursuant to Section 212 of the Companies Act, 1956 are annexed.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s. B.K. SHROFF & CO., Chartered Accountants, 3/7-B, Asaf Ali Road, New Delhi – 110 002, as Internal Auditors of the Company for the year 2014-15.

PERSONNEL

A Cordial Industrial relations continue to prevail thereby further strengthening employees'' commitment to the growth of the Company.

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules, 1975 form part of this Report. However, the information is not being sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the Act. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of 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, is given as Annexure ''A'' and forms part of this report.

MANAGEMENT''S DISCUSSIONS AND ANALYSIS REPORT

Management''s Discussion and Analysis 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Sanjeev Goel as the Chairman, Shri Sushil Jain, and Shri Arun Kumar Garg 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 activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with Mumbai Stock Exchange Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year.

DEMATERIALISATION OF SECURITIES

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialisation form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialisation form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual Report.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and Customers. Your Directors also thank the shareholders for their continued support.

For & on behalf of the Board

Place : New Delhi (SUSHIL JAIN)

Date : 21st May, 2014 Chairman & Managing Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 23rd Annual Report alongwith the Accounts for the year ended March 31,2013.

Working Results

Rs. in Lacs

For the year ended 31st March 2013 For the year ended 31st March 2012

Turnover (including Excise Duty) 2794 2670

Operating Gross Profit 483 475

Less: Financial Charges 14 4

Depreciations Other Amortisations 96 110 90 94

Prof it/{Loss) before Tax & exceptional items 373 381

Less: Exception Items 19 17

Profit before tax 354 364

Less: Provision for tax - Current year & 108 109

Previous Year Tax Adjustment

Net Profit before Deferred Tax 216 255

Add .Deferred Tax Liability 15 12

Surplus Available for appropriation 231 267

OPERATIONS

During the year, your Company concentrated mainly on exports. Therefore out of the total turnover of Rs. 2794 lacs, more than 99% sales amounting to Rs. 2755 lacs were from exports. Exports were 4% higher during the year as against Rs. 2645 lacs in the previous year.

The consolidated financial results during the year including that of its Subsidiary Companies were better i.e. sales Rs. 6856 lacs, profit before tax Rs. 1251 lacs and profit aftertax Rs. 1095 lacs.

FUTURE OUTLOOK AND PLANS

Your Company foresees a good scope for the exports of its products. However, frequent and vide fluctuations in foreign currency and tough competition in the international market continues to be a challenge for your Company.

So far your Company''s manufacturing plant in Rampur was running on Diesel Generators as there was no power connection in the Plant. During the year, your

Company was able to get Power Connection from UPPCL. It will substantially reduce the energy cost and have a positive impact on the profitability of the Company in the current year as well as in the years to come.

Efforts are going on to develop more and more products of Colour Toner and your Company is quite hopeful to achieve the desired results.

ITDL Imagetec Limited a subsidiary of your Company in Sitarganj (Uttrakhand) for the manufacture of Toners & Developers with a manufacturing capacity of 1200 MT. is doing very well and giving satisfactory results which are attached with the Annual Report.

Your company is always conscious for customers'' satisfaction and strengthening and maintaining its established brand image. Therefore, it is always the aim of your company to offer quality products at reasonable prices, develop more effective logistics and expand the distribution channels so that customers'' needs are catered by providing faster service through better presence and greater market penetration.

RESEARCH AND DEVELOPMENT ACTIVITIES

Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given primp importance to Research & Development which is the basis of your Company''s success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products including Colour Toner in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In - House R&D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

Your Company already started marketing of chemically prepared Colour toner and doing further R & D to develop mechanically prepared colour toners.

During the year the Company has incurred R&D expenses of Rs. 60.47 lacs in various heads in addition to Rs. 0.48 lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

FIXED DEPOSITS

The Company has not invited any deposits within the meaning of Section 58A of the companies Act, 1956 and the rules made thereunder.

DIRECTORS

Shri Vikram Prakash and Shri Sanjeev Goel, Directors of your Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Shri Nirankar Saran Sharma, was a Whole Time Director of the Company upto 26.03.2013 who resigned w.e.f. 27.03.2013

DIRECTORS'' RESPONSIBILITY

STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such account''^ policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the comoany for that period;

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

(iv) the directors have prepared the annual accounts on a going concern basis*.

AUDITORS

M/s K. N. Gutgutia & oo., Chartered Accountants, New Delhi, Auuuors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Requisite Certificate Under Section 2§4 (1B)of The Companies Act, 1956 has been received from them.

The reports and accounts of the Subsidiary Companies as well as consolidated accounts along with the Statement pursuant to Section 212 of the Companies Act, 1956 are annexed.

OTHER INFORMATION

The other information required u/s 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 is given in Annexure "A" of this report.

The Corporate Office has been shifted to 1223, DLF Tower ''B'', Jasola, New Delhi- 110025 w.e.f. 13th May, 2013.

PERSONNEL

Cordial Industrial relations continue to prevail thereby further strengthening employees'' commitment to the growth of the Company.

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules, 1975 form part of this Report. However, the information is not being sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the Act. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of 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, is annexed hereto and forms part of this report.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with Mumbai Stock Exchange Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year.

DEMATERIALISATION OF SECURITIES

As informed earlier, the s.iaios of your Company were included in the corri|julsory list for trading in dematerialisation form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CPSL vOentral Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialisation form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and Customers. Your Directors also thank the shareholders for their continued support.

For & on behalf of the Board

Place : New Delhi (SUSHIL JAIN)

Date : 17th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report alongwith the Accounts for the year ended March 31, 2012.

Working Results

Rs. in Lacs For the year ended 31st March 2012 For the year ended 31st March 2011

Turnover (including Excise Duty) 2670 2540

Operating Gross Profit 475 380

Less: Financial Charges 4 4

Depreciation & Other Amortisations 90 94 148 152

Profit/(Loss) before Tax & exceptional items 381 228

Less: Exception Items 17 -

Profit before tax 364 228

Less : Provision for tax - Current year & 109 105

Previous Year Tax Adjustment

Net Profit before Deferred Tax 255 123

Add : Deferred Tax Liability 12 27

Surplus Available for appropriation 267 150

OPERATIONS

During the year, your Company concentrated mainly on exports. Therefore out of the total turnover of Rs. 2670 lacs, more than 99% sales amounting to Rs. 2645 lacs were from exports. Exports were 7% higher during the year as against Rs. 2479 lacs in the previous year.

The consolidated financial results during the year including that of its Subsidiary Companies were better i.e. sales Rs. 6204 , lacs, profit before tax Rs. 967 lacs and profit after tax Rs. 785 lacs.

FUTURE OUTLOOK AND PLANS

Your Company foresees a good scope for the exports of its products. However, fluctuation in foreign currency and tough competition in the international market will continue to be a challenge for your Company.

During the year, your Company was awarded the status of an Export House. It has strengthened the image of your company and made your Company eligible for various benefits available to Export Houses.

Efforts are going on to develop more and more products of Colour Toner and your Company is quite hopeful to achieve the desired results.

ITDL Imagetec Limited a subsidiary of your Company in Sitarganj (Uttrakhand) for the manufacture of Toners & Developers with a manufacturing capacity of 1200 MT. is doing very well and giving satisfactory results which are attached with the Annual Report.

Your company is always conscious for customers' satisfaction and strengthening its established brand image. Therefore, it is always the aim of your company to offer quality products at reasonable prices, develop more effective logistics, and expand the distribution channels so that customers' needs are catered by providing faster service through better presence and greater market penetration.

RESEARCH AND DEVELOPMENT ACTIVITIES

Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Company's success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products including Colour Toner in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In - House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

Your Company already started marketing of chemically prepared Colour toner and doing further R & D to develop mechanically prepared colour toners.

During the year the Company has incurred R & D expenses of Rs. 67.17 lacs in various heads (including Raw Material Consumption of Rs. 5.26 lacs) in addition to Rs. 17.25 lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

FIXED DEPOSITS

The Company has not invited any deposits within the meaning of Section 58A of the companies Act, 1956 and the rules made thereunder.

DIRECTORS

Shri Pawan Kumar Kanoria and Dr. Mauji Ram Jain, Directors of your Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and - prudent so as to give a true and fair view of the state of affairs of the Company at ' the end of the financial year and of the profit or loss of the company for that period;

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

(iv)the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s K. N. Gutgutia & Co., Chartered Accountants, New Delhi, Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The Requisite Certificate Under Section 224 (1B)of The Companies Act, 1956 has been received from them.

The reports and accounts of the Subsidiary Companies as well as consolidated accounts along with the Statement pursuant to Section 212 of the Companies Act, 1956 are annexed.

OTHER INFORMATION

The other information required u/s 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 is given in Annexure "A" of this report.

PERSONNEL

Cordial Industrial relations continue to prevail thereby further strengthening employees' commitment to the growth of the Company.

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules, 1975 form part of this Report. However, the information is not being sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the Act. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of 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, is annexed hereto and forms part of this report.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with Mumbai Stock Exchange Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year.

DEMATERIALISATION OF SECURITIES

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialisation form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialisation form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual Report.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and ' Customers. Your Directors also thank the shareholders for their continued support.

For & on behalf of the Board

Place : New Delhi (SUSHIL JAIN)

Date : 29th May, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 20,th Annual Report alongwith the Accounts for the year ended March 31,2010.

Working Results

Rs. in Lacs For the year ended 31st March 2010 For the year ended 31st March 2009

Turnover (including Excise Duty) 3187 4759

Operating Gross Profit 543 687

Less: Financial Charges 26 26

Depreciation & Other Amortisations 186 212 181 207

Profit/(Loss) before Tax 331 480

Less : Provision for tax-Current Year 139 204

Net Profit/(Loss)

before Deferred Tax , 192 276

Add:. Deferred Tax liability 30 39

Surplus Available for appropriation 222 315

OPERATIONS

During the year, your Company achieved turnover of Rs. 3187 lacs as against Rs. 4759 Lacs during preceding year. The exports of your Company during the year were Rs. 2062 lacs as against Rs. 1637 lacs in the previous year showing an increase of 26.%. The production during the year was 788 MT as against 978 MT for the last year. The Company is hopeful in posting a much better performance in the current year.

The consolidated financial results during the year including that of its Subsidiary Companies were better i.e. sales Rs. 5970 lacs, profit before tax Rs. 803 lacs and profit after tax Rs. 501 lacs.

FUTURE OUTLOOK AND PLANS

Your Company foresees a good scope for the exports of its products. However, fluctuation in foreign currency and tough competition in the international market will continue to be a challenge for your Company.

Your Company has planned to enter into the Colour Toner Market and has already started working on it by taking various positive and proactive steps and its R&D efforts in this direction is going on. It is expected that your Company will enter the Color Toner market in the coming year.lTDL Imagetec Limited a subsidiary of your Company has set up in Sitarganj (Uttrakhand) for the manufacture of Toners & Developers with a manufacturing capacity of 1200 MT. has started commercial production from April 2009 and given satisfactory results which are attached with the Annual Report.

The fight against clandestine import by unethical means is an ongoing process and your Company is quite hopeful that despite of these odds, it will be able to manage and maintain its race to increase its turnover and profits by increasing its market share both in domestic and international markets.

Your company is always conscious for customers satisfaction and strengthening its established brand image. Therefore, it is always the aim of your company to offer quality products at reasonable prices, develop more effective logistics, and expand the distribution channels so that customers needs are catered by providing faster service through better presence and greater market penetration.

RESEARCH AND DEVELOPMENT ACTIVITIES

Research and Development has always been the cornerstone of your Companys success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products including Color Toner in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In - House R&D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

Your Company has already started R & D on Colour Toner and is quite hopeful to introduce the same in the market in the coming year.

During the year the Company has incurred R&D expenses of Rs.53.58 lacs in various heads (including Raw Material Consumption of Rs. 10.28 lacs) in addition to Rs. 4.07 lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

FIXED DEPOSITS

The Company has not invited any deposits within the meaning of Section 58A of the companies Act, 1956 and the rules made thereunder.

DIRECTORS

Shri J.S. Varshneya and Dr. M. R. Jain, Directors of your Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsbility Statement, it is hereby confirmed that:-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

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

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s K, N. Gutgutia & Co., Chartered Accountants, New Delhi, Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Requisite Certificate Under Section 224 (1B) of The Companies Act, 1956 has been received from them.

The reports and accounts of the Subsidiary Companies as well as consolidated accounts along with the Statement pursuant to Section 212 of the Companies Act, 1956 are annexed.

OTHER INFORMATION

The other information required u/s 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 is given in Annexure "A" of this report.

PERSONNEL

Cordial Industrial relations continue to prevail thereby further strengthening employees commitment to the growth of the Company.

DEMATERIALISATION OF SECURITIES

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules, 1975 form part of this Report. However, the information is not being sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the Act. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY.TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of 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, is annexed hereto and forms part of this report.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with Mumbai Stock Exchange Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year.

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialisation form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialisation form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual Report.

ACKNOWLEDGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, Financial Institutions, State Bank of India and Customers. Your Directors also thank the shareholders for their continued support.

Place : New Delhi

Date : 30th May, 2010

For & on behalf of the Board

(SUSHILJAIN)

Chairman & Managing Director