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Directors Report of Indian Toners & Developers Ltd.

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting the 26th Annual Report along with the Accounts for the year ended March 31, 2016.

Working Results Rs. in Lacs_

For the year ended 31st March 2016

For the year ended 31 st March 2015

Standalone Consolidated

Standalone

Consolidated

Turnover (net of Excise Duty)

3504

10913

3426

9556

Operating Gross Profit

842

2554

560

2210

Add/ Financial Charges

(7)

(24)

(7)

(18)

(Less): Depreciation & Other Amortizations

(129)

(306)

(136)

(270)

Profit/(Loss) before Tax and exceptional items

706

2224

417

1922

Add/(Less) :

Exceptional & Extraordinary Items

18

18

203

203

Profit before tax

724

2242

620

2125

Provision for tax-

Current Year & MAT Cr. Ent.

(155)

(493)

(162)

(519)

Previous Year Tax Adjustment

13

12

(4)

(6)

Net profit before Deferred Tax

582

1761

454

1600

Deferred Tax Assets (Liabilities)

7

(93)

13

8

Surplus Available for appropriation

589

1668

467

1608

Less : Minority Interest

(604)

(559)

Transfer to General Reserve

589

1064

467

1049

OPERATIONS

The turnover of your Company during the year was higher by Rs. 78 Lacs than the previous year. More than 99.37% of sales amounting to Rs. 3482 Lacs were from exports. However, exports were higher by 15.53% against the previous year exports of Rs. 3014 Lacs. Net profit after deferred tax during the year was Rs. 589 Lacs as against Rs. 467 Lacs in the preceding year i.e. higher by 26.12%.

The consolidated financial results during the year including that of its Subsidiary Company were better i.e. sales Rs. 10913 Lacs, profit before tax Rs.2243 Lacs and profit after tax Rs.1668 Lacs as compared to Rs. 9485 Lacs, Rs.2125 Lacs and Rs. 1608 Lacs respectively for the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the year under review considering the fund requirements for future business expansion.

FUTURE OUTLOOK AND PLANS

Your Company foresees a good scope for the export of its products. In order to give a boost to the exports, your Company has decided to incorporate a Wholly Owned Subsidiary of the Company in Florida (USA). It will mainly cater to the needs of North and South America as these have been the untapped markets so far. However, frequent and wide fluctuations in foreign currency and tough competition in the international market continues to be a challenge for your Company.

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

The Management of your Company is actively exploring opportunities to invest in some new projects.

AMALGAMATION OF ITDL IMAGETEC LIMITED (A SUBSIDIARY CO.) AND OTHER GROUP COMPANIES WITH INDIAN TONERS & DEVELOPERS LTD.

During the year, the Management of your Company approved the proposal for amalgamation of its Subsidiary Company - ITDL IMAGETEC LIMITED and other Group Companies with your company namely INDIAN TONERS & DEVELOPERS LTD. The scheme of arrangement was approved by the Board in its meeting held on 23.03.2016 and thereafter the same was filed with BSE LTD. where the shares of the Company are listed for its No-Objection. The Company has complied with all the formalities of the Stock Exchange and is hopeful of getting their approval / NOC in due course. The scheme is subject to the approval of Hon’ble High Courts and members of the respective companies.

The rationale for the scheme of arrangement is that INDIAN TONERS & DEVELOPERS LTD., the Transferee Company is engaged in the manufacturing of compatible toners for copiers, printers, digital multi-function devices and white format printing. The Company majorly focuses on the exports. The Subsidiary, ITDL IMAGETEC LIMITED is also engaged in similar manufacturing. However, it mainly concentrates on the domestic market. The international market of the product is highly competitive and hence it is not growing rapidly, while in the domestic market, the group has niche.

The amalgamation of ITDL IMAGETEC LIMITED with INDIAN TONERS & DEVELOPERS LTD. would provide a competitive edge to the Transferee Company, as now it would be focusing on the international as well as domestic market. Additionally, the amalgamation shall also add to the financial strength of the Transferee Company and shall provide flexibility. The amalgamation of all the other Transferor Companies shall bring out the consolidated structure of the Group, where in post the amalgamation, the group shall be having clean corporate structure.

This scheme of amalgamation shall also improve the financial strength and flexibility for the Transferee Company which would result in maximizing overall shareholder value and will improve the competitive position of the combined entity, eliminating intra group competition, achieve greater efficiencies operations with optimum utilization of resources, better administration and reduced cost.

WHOLLY OWNED SUBSIDIARY

In order to cover the untapped markets of North and South America, your Company has decided to incorporate a Wholly Owned Subsidiary of the Company in the State of Florida (USA) with an investment of upto $2,50,000- only. The necessary steps are being taken in this direction.

EXPANSION PROGRAMME IN ITDL IMAGETEC LIMITED

ITDL IMAGETEC LIMITED - a Subsidiary Company in Sitarganj (Uttarakhand) with the manufacturing capacity of 1800 MT of toner is doing very well and giving satisfactory results. The last expansion in the Subsidiary Company was completed in the year 2015 by increasing its manufacturing capacity from 1200 MT to 1800 MT. Now once again it has decided to further expand its manufacturing capacity from 1800 MT to 2400 MT by 31st March, 2017. With this expansion, the performance of your Subsidiary Company will be better in the coming years.

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 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.

During the year the Company has incurred R & D expenses of Rs. 55.41 Lacs in various heads in addition to Rs.30.97 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

SUBSIDIARY COMPANIES:

The Company has one subsidiary viz. M/s. ITDL Imagetec Limited and having its manufacturing facility at D-11, Phase-II, Eldeco-Sidcul Industrial Park, Sitarganj-262405, Distt. Udham Singh Nagar (Uttarakhand).

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website www.indiantoners.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure “1”. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 5 times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:

21st May, 2015, 7th August, 2015, 5th November, 2015, 9th February, 2016 and 23rd March, 2016. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.

PREVENTION OF INSIDER TRADING:

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

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

Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s. K. N. Gutgutia & Co. Chartered Accountants, (Firm Registration No. 304153E) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30.08.2014 for a period of three years subject to ratification by members at every Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

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

The consolidated accounts along with the Statement pursuant to Section 129 of the Companies Act, 2013 are annexed.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mukesh Agarwal & Co. (CP No.:3851, FCS: 5991), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed as Annexure “2”.

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 2016-17.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTYTRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There was no materially significant related party transactions with the Company’s Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed as Annexure “3”.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed there under and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com. The gist of the policy is appended below:-

PROCEDURE

1. All Related Party Transactions (RPTs) of the company as prescribed under the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015 will be approved by the audit committee of the Board from time to time.

2. Each Director who is a Related Party with respect to a particular Related Party Transaction shall disclose all material information to the Committee concerning such Related Party Transaction and his or her interest in such transaction.

3. Management shall present to the Audit Committee the following information, to the extent relevant, with respect to actual or potential Related Party Transactions:

a. A general description of the transaction(s), including the name of the related party and nature of relationship, duration of the contract and particulars of the contract or arrangement, the material terms and conditions.

b. The Related Party’s interest in the transaction(s), including the Related Party’s position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction(s).

c. The manner of determining the pricing and other commercial terms.

d. any advance paid or received for the contract or arrangement, if any and the approximate value of the transaction(s) and the approximate value of the Related Party’s interest in the transaction(s).

e. In the case of a lease or other transaction providing for periodic payments or installments, the aggregate amount of all periodic payments or installments expected to be made in the financial year.

f. In the case of indebtedness, the aggregate amount of principal to be outstanding and the rate or amount of interest to be payable on such indebtedness.

g. Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors and any other material information regarding the transaction(s) or the Related Party’s interest in the transaction(s).

4. Consent of the Board and the Shareholders would also be taken in respect of all RPTs, provided that such consent would not be required in the following cases:

a. The transactions are entered into by the company in its ordinary course of business and are on an arms’ length basis; and

b. The transaction / transactions to be entered into individually or taken together with previous transactions during a financial year does not exceed 5% of the annual turnover or 20% of the net worth of the company (i.e. Indian Toners & Developers Limited), as per the last audited financial statements of the company, whichever is higher.

5. Where Board consent / shareholders’ approval is required as per para 4 above, a) the agenda of the Board meeting at which the resolution is proposed to be moved and b) explanatory statement to be annexed to the notice of such general meeting, shall disclose all such details / information about the contract as are prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014.

6. Where RPTs require approval of the Board and the shareholders through special resolution as per para 4 above, (a) any director who is interested in any contract or arrangement with a related party, shall not be present at the meeting during discussions on the subject-matter of the resolution relating to such contract or arrangement and b) such Related Party(ies) shall abstain from voting on such resolutions of the shareholders.

7. If a Related Party Transaction will be ongoing, the Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the Related Party. Thereafter, the Committee shall periodically review and assess ongoing relationships with the Related Party. Any material amendment, renewal or extension of a transaction, arrangement or relationship previously reviewed under this Policy shall also be subject to subsequent review under this Policy.

8. The Audit Committee periodically shall review this Policy and may recommend amendments to this Policy from time to time as it deems appropriate. In addition to guidelines for ongoing Related Party Transactions, the Audit Committee may, as it deems appropriate and reasonable, establish from time to time guidelines regarding the review of other Related Party Transactions.

9. This Policy on Related Party Transactions shall be governed by the Companies Act, 2013 read with Rules made there under, as may be in force for the time being as well as Regulation 23 of SEBI (LODR) Regulations, 2015 or such other Rules / Regulations, as may be notified by SEBI from time to time.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your directors have already 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.

As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has contributed entire funds (calculated in terms of section 198 of the Act) to the Prime Minister’s National Relief Fund.

The Annual Report on CSR Activities is annexed as Annexure “4”.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, Corporate Social Responsibility and Stakeholders Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is posted on the website of Company.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under : _____

SL.

No.

Name

Designation

Remuneration Paid in FY 201516 (Rs. in Lacs)

Remuneration Paid in FY 2014 15 (Rs. in Lacs)

% Increase in Remuneration from Previous Year

Ratio/Time Per Media of Employee Remuneration

Comparison of the Remuneration of KMP against the Performance of the Company

1.

Sh. Sushil Jain

Chairman & Managing Director CEO (KMP)

123.74

109.56

12.94

123.74 : 1.95

Profit before tax decreased by 16.86% and Profit after tax decreased by 26.23% in FY 2015-16

2.

Sh.S.C.Singhal

Company Secretary (KMP)

20.65

17.46

18.27

N.A.

3.

Sh.N.K.Maheshwari

Chief Financial Officer (KMP)

8.34

5.29

N.A.1

N.A.

c) Percent increase over decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year - The closing share price of the Company at BSE Limited on 31st March, 2016 being Rs.157.60 per equity share of face value of Rs.10 each has grown 16 times since the last public offer by the Company, which was made in the year 1992.

viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 10.65% whereas the increase in the managerial remuneration for the same financial year was 12.94%.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Sh. Sushil Jain, Sh. S.C. Singhal and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) of the Company respectively.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kewal Krishan Dhiman, Director, will retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 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 the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent alongwith the Annual Report as per proviso of the above rule. 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 earnings and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, 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 Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee up to the current financial year.

DEMATERIALISATION OF SECURITIES

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization 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 dematerialization form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along with 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 valued Customers. Your Directors also thank the shareholders for their continued support. Your directors thank all the dedicated employees including executives for all their services rendered to the company

For & on behalf of the Board

PLACE : New Delhi

DATE : 25th May, 2016 (SUSHU JAIN)

CHAIRMAN & MANAGING DIRECTOR


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

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