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Directors Report of Indo Amines Ltd.

Mar 31, 2014

The Members,

INDO AMINES LIMITED.

The Directors have great pleasure in presenting 21 ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31 March, 2014.

1. FINANCIAL RESULTS: (Rs. in Lakhs) Particulars Year Ended 2014 2013

Total Income 21789.40 20128.21

Depreciation 584.11 274.92

Profit before tax 915.28 944.68

Provision for taxation (375.00) (280)

Appropriation:

Profit after tax 540.28 664.67

Balance of profit b/f 1381.54 1007.97

Amount available for appropriation 1921.82 1672.65

Transfer to:

Dividend and Div Distribution Tax (182.02) (155.41)

General reserve / Bonus Utilisation (1029.44) (100)

Provision for deferred tax Assets/ (Liabilities) (78.38) (35.68)

Goodwill

Balance carried to Balance sheet 631.98 1381.54

2. FINANCIAL OPERATIONS:

During the year the net income from operations on standalone basis increased from 20128.21 lacs to 21789.40 lacs. Company showed a growth of 8.25 % in its total income from the previous year. But however due to increase the Provision for Depreciation, the Profit Before Tax (PBT) has marginally reduced.

Your Directors optimum efforts to increase the profits & improve the performance of the Company.

Further, during the year on July 27, 2013 fire broke out in Dhule Plant. One section of Dhule Plant and some portion of Office building were damaged due to fire. However there was no loss on Revenue or Production. The plant & office are covered by insurance.

3. DIVIDEND:

Your Directors are pleased to recommend a final Dividend of Rs. 0.50 per equity share of Rs. 10/- The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 155.68 lacs out of the profits of the year. Dividend distribution tax payable by the company amounting to Rs. 26.44 lacs has been appropriatedout of profits.

4. SCHEME OF ARRANGEMENT AND AMALGAMATION:

The Company has obtained order from Hon''ble Bombay High Court vide order dt.2nd November, 2012 towards approval of composite scheme of arrangement and amalgamation between Versatile Chemicals Ltd, Palkar Commercials Private Limited and the company.

The Company has filed application for adjudication of stamp duty to General Stamp office, Mumbai, subsequently the Company has paid requisite stamp duty for the same and obtained the adjudication order from Stamp office and thesaidorder wasregistered with Sub-Registrar (Dhule) on 4th March, 2014.

5. BONUS ISSUE:

The Shareholder of the Company approved the issue of bonus equity shares in the ration 1:1 equity shares for every one equity shares held by the members on 5th September, 2013, and accordingly allotment of the bonus shares were made to the shareholders of the Company on 18th September, 2013, subsequently the company has submitted the application for listing of1,32,83,390 Equityshares to the Bombay Stock Exchange and the said shares are listed at the Bombay Stock Exchange.

6. PREFERENTIAL ISSUE OF FULLY CONVERTIBLE WARRANTS:

The Company has converted 11,25,000 warrants into equity shares on 26th March, 2013 and 22,75,000 warrants into equity shares on 8th February, 2014 respectively. The said shares are listed at The Bombay Stock Exchange.

As on date of thisreport, 9,00,000 convertible warrants are outstanding for conversion into equity shares.

7. UTILIZATION PREFERENTIALIS SUEPROCEEDS:

During the financial year 2013-2014 the company hadr a is edanaggregating amount of Rs.290.06 lacs by way of preferential issue of warrants. Out of the said proceeds, the Company has utilized Rs. 326.30lacs towards capital payments.

8. DEPOSITS:

Your Company did not accept any depositsfromthe public during thecurrent Year.

9. DIRECTORS:

During the year Dr. Deepak Kanekar, Non-Executive Director & Mr. N G Mane, Executive Director of the Company are retiringbyrotation and being eligibleoffers themselves for re- appointment.

Mr. C.L. Kadam and Mrs. Bharati Palkar, Executive Directors of the Company were re-appointed as Executive Directors w.e.f.1st January, 2014 and 1st July, 2014 respectively for the period of 5(Five) years and 3(Three) years respectively.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Vishwas Mehendale, Mr. N. S. Sule, Mr. Suresh Iyer, Mr. Dhawal Vora and Mr.R. R. Ravi asIndependentDirectors for five consecutive years for a term upto31 March 2019.

10. SUBSIDIARIES:

As on 31st March,2014 the Company had the following subsidiaries.

1. Indo Amines(Malaysia) Sdn & Bhd

2. Key Organics Private Ltd

The Ministry of Corporate Affairs, Government of India has issued circular No.2/2011 dated 8th Feb, 2011 granting general exemption to companies under section 212(8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries subject to approval by the Board of Directors of the Company and furnishing of certain financial informationin the Annual Report.

The Board of Directors of the Company has accordingly decided to dispense with the requirement of attachingtoits Annual Report the annual audited account of the Company''s subsidiaries.

Accordingly, the Annual Report of the Company does not contain the individual financial statement o these subsidiaries,but containsthe audited consolidated financial statements of the Company,its subsidiaries.

11. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewithformingpart of this report.

12. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, who are Statutory Auditors of your Company, are due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting. They have signified their willingness to be re-appointed as Statutory Auditor of the Company.

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbaiare being Appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year.

The Company has received letters from M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, to the effect that their 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 from being appointed as Statutory Auditors of the Company.

13. COST AUDITORS:

As per the Requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, The Company has appointed M/s. Gangan & Company, Cost Accountants for the year 2014-2015 to conduct the cost audit.

14. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed M/s. V.V. Rane, internal auditors for the year to 2014-2015 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit

15. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i) In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relatingto materialdepartures

ii) That 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 or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directorshave preparedthe Annual accountson a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and wereoperating effectively.

vi) The directors had devised proper systemstoensure compliancewiththe provisions of all applicable laws and that such systemswere adequate and operating

vii) TheBalance sheet ofthe Company is as per ScheduleVI.

16. PARTICULARS OF EMPLOYEES:

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

17. COMMITTEES OF BOARD:

The Board has re-constituted audit committee pursuant to clause 49 of the listing agreement dt. 3rd August, 2013.

The Board has re-constituted audit committee pursuant to clause 49 of the listing agreement dt. 3rd August, 2013. The composition of audit committee is mentioned in details in Corporate Governance is attached hereto. The Board accepted the recommendationsmade by the audit committee during the year.

Pursuantto Section 178 of the Companies Act, 2013, The Company has changed the nameofRemuneration committee and shareholders committee to "Nomination and Remuneration Committees" and "stakeholders'' committee" respectively, in their meeting held on 28th May, 2014 the details of the same are mentioned in the Corporate Governance Reportannexed hereto.

Also note that the company has constituted the "Corporate social Responsibility Committee" to implement the said policy.

18. SECRETARIAL AUDITS:

In pursuance of section 204 of the Companies Act, 2013, The Company has appointed M/s. HS Associates, Company Secretaries for auditing thesecretarial and relatedrecords of the Company.

19. PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,1988.

A) COSERVATION OF ENERGY:31.03.2014.

a) Energy conservation measures taken :

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods;

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexurein respect of industriesspecifiedin theschedule thereto.

B. TECHNOLOGY ABSOPTION

e) Efforts made in technology absorption as per Form B of the Annexure:

FORM B

Form for disclosure particulars with respect to absorption of technology. Research and Development (R & D) 1. Specific areas in which R & D carried out by the Company,

The scope of activities covers process developments in chemicals & related Process

2. Benefits derived as a result of the above R & D.

- Productivity and quantity improvements

- Improved process performance and better cost management.

- Enhancement of safety and better environmental protection

- Develop new products in line with the requirements of the Industries.

3. Future plan of action.

Relevant R & D activity in the areas of business operations of the company will continue with a view to adapt products and process to improve performance and better meet the industries demand.

4. Expenditure on R & D

Currently the expenditure on R & D is insignificant as compared to the size & nature of the company.

Technology absorption, adaptation and innovation.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

3. In case of imported technology imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished: N.A

(a) Technology imported.

(b) Year of import.

(c) Has technology been fully absorbed.

(d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

19. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors For Indo Amines Limited

Sd/- Place: Dombivali Dr. Deepak Kanekar Date : 28th May, 2014 (Chairman)


Mar 31, 2013

To, The Members of INDO AMINES LIMITED.

The Directors have great pleasure in presenting 20th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2013.

I.FINANCIAL RESULTS:

(Rs. in Lacs) Particulars Year ended 2013 2012

Total Income 20128.21 19331.02

Depreciation 274.92 342.01

Profit before tax 944.68 690.96

Provision for taxation (280) (260.00)

Appropriation:

Profit after tax 664.67 430.96

Balance of profit b/f 1007.95 827.70

Amount available for appropriation 1672.65 1258.66

Transfer to :

Dividend and Div Distribution Tax, (155.41) (141.30)

General reserve (100) (80.00)

Provision for deferred tax Assets/(Liabilities) Goodwill (35.68) (29.41)

Balance carried to Balance sheet 1381.54 1007.97

2. FINANCIAL OPERATIONS:

3. DIVIDEND:

Your Directors are pleased to recommend a final Dividend of Rs. 1 per equity share of Rs. 10/- The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 132.83 Lacs out of the profits of the year. Dividend distribution tax payable by the company amounting to Rs. 22.58 Lacs has been appropriated out of profits.

4. ISSUE OF BONUS SHARES:

The Board of Directors in their meeting held on August 3, 2013, decided to issue fully paid up bonus share to the members of the Company in ratio 1:1 equity share for every one equity share held by members, by capitalizing on amount of Rs. 16,45,83,900/- from the Reserve and surplus account of the Company, subject to approval of shareholders at the forthcoming Annual General Meeting. If the bonus issue is approved by the members, the bonus shares will be issued to the members whose name appears in the Register of members on the Record date.

5. SCHEME OF ARRANGEMENT AND AMALGAMATION:

The Company has obtained order from Hon''ble Bombay High Court vide order dt.2nd November, 2012 towards approval of composite scheme of arrangement and amalgamation between Versatile Chemicals Ltd, Palkar Commercials Private Limited and the company. The company has allotted 23, 86,500 equity shares to the shareholders of Transferor Company dt. November 9, 2013 in pursuance of Bombay High Court order & the said shares were listed on the Bombay Stock Exchange.

Also note that the Company has filed application for adjudication of stamp duty to General stamp office, Mumbai however the adjudicating order is not yet received as on date of this report.

6. SHARE CAPITAL:

During the year the paid up capital was increased from Rs.9,77,18,900/- (Rupees Nine Crore Seventy Seven Lacs Eighteen Thousand Nine Hundred Only) to Rs.13,28,33,900/- (Rupees Thirteen Crores Twenty Eight Lacs Thirty Three Thousand Nine Hundred only) due to approval of composite scheme of arrangement and amalgamation by the Hob''ble Bombay High Court vide order dt. 19th October, 2012 and the allotment of 23,86,500 equity shares to promoter group, conversion of 11,25,000 warrants into equity shares of Rs.10/- each at a premium of Rs.7(issued on 26th March, 2013).

7. PREFERENTIAL ISSUE OF FULLY CONVERTIBLE WARRANTS:

The Company has issued 11,25,000 equity shares on March 26, 2013 after obtaining in-principal approval from the Bombay Stock Exchange. The said shares were out of 43,00,000 convertible warrants issued at the price of Rs.17/- per warrant at a premium of Rs.7 per warrant in pursuance of SEBI (ICDR) guidelines 2009.

Due to conversion of 11,25,000 equity shares out of 43,00,000 convertible warrants issued on 9th February, 2013, 31,75,000 convertible warrants are outstanding for conversion as on date of this report. The company has submitted application for listing of 11,25,000 equity shares however as on date of this report the said shares are not yet listed at the Bombay Stock Exchange.

8. UTILIZATION PREFERENTIAL ISSUE PROCEEDS:

During the financial year 2012-2013 the company had raised an aggregating amount of Rs. 326.19 by way of preferential issue of shares and allotment of convertible warrants upto 31st March 2013. The Company has utilized Rs. NIL towards Expension.

9. DELISTING OF SHARES:

The Company has received order from the Calcutta Stock Exchange Limited for voluntary delisting of securities under the SEBI (Delisting of Equity Shares) Regulations, 2009 on April 30th, 2013.

10. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

11. DIRECTORS:

During the year Mr. R.R Ravi, Mr. Suresh Iyer and Mr. Dhawal Vora Directors of the Company are retiring by rotation and being eligible offers themselves for re-appointment.

Mr. Vijay Palkar, Managing Director, Mr. Kirit Shah, Whole Time Director and Mr. Rahul Palkar, Executive Director of the company were re-appointed w.e.f.1El April, 2013

12. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

13. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/ s HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

14. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office till the conclusion of the coming Annual General Meeting. They have signified their willingness to be re-appointed as Statutory Auditor of the Company.

The aforesaid re-appointment is proposed for your approval at the forthcoming Annual General Meeting of the Company.

The significant Accounting policies and notes on Account are self explanatory hence no further explanations are required.

15. COST AUDITORS:

As per the Requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, The Company has appointed M/s. Gangan & Company, Cost Accountants for the year 2012-2013 to conduct the cost audit.

16. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That 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 or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) The Balance sheet of the Company is as per Schedule VI.

17. PARTICULARS OF EMPLOYEES:

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

18. COMMITTEES OF BOARD:

The Board has re-constituted audit and shareholders Committees pursuant to Clause 49 of Listing Agreement dt. 12,h November, 2012, the details of the same are mentioned in the Corporate Governance Report annexed hereto.

19. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(11 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988.

A) COSERVATION OF ENERGY: 31.03.2013.

a) Energy conservation measures taken :

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods;

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto.

B) TECHNOLOGY ABSOPTION

e) Efforts made in technology absorption as per Form B of the Annexure:

FORMB Form for disclosure particulars with respect to absorption of technology.

Research and Development (R & D)

1. Specific areas in which R&D carried out by the Company,

The scope of activities covers process developments in chemicals & related Process

2. Benefits derived as a result of the above R&D. Productivity and quantity improvements

Improved process performance and better cost management. Enhancement of safety and better environmental protection Develop new products in line with the requirements of the Industries.

3. Future plan of action.

Relevant R&D activity in the areas of business operations of the company will continue with a view to adapt products and process to improve performance and better meet the industries demand.

4. Expenditure on R & D

Currently the expenditure on R & D is insignificant as compared to the size & nature of the company.

Technology absorption, adaptation and innovation.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

3. In case of imported technology imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished: N.A

(a) Technology imported.

(b) Year of import.

(C) Has technology been fully absorbed. (d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

C) FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review the foreign exchange earnings and outgoings are as follows:

2012-2013 2011-2012

a) Foreign Exchange Earnings (Rs. in lacs) 10133.87 10066.32

b) Foreign Exchange Outgo (Rs. in lacs) 4603.92 4065.4

20. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors

For Indo Amines Limited

Sd/-

Deepak Kanekar (Chairman)

Place: Dombivali

Date : August 3, 2013


Mar 31, 2010

The Directors have great pleasure in presenting 17th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended

2010 2009

Total Income 9409.88 9554.82

Depreciation 254.84 248.29

Profit before tax 200.38 533.68

Provision for taxation 67.34 188.37

Appropriation:

Profit after tax 133.04 345.31

Balance of profit b/f 586.61 241.30

Amount available for appropriation 719.65 586.61

Transfer to:

Dividend & Div Distribution Tax 68.62 -

Provision for deferred tax Assets/ (Liabilities) Goodwill -- -

Balance carried to Balance sheet 651.03 586.61



2. OPERATIONS:

The turnover of the Company for the Financial year 2009-10 was Rs.9409.88 (in lacs) compared to last year of Rs.9554.82 (in lacs) decrease of 1.52 % in comparison to last year.

Company has made a profit before tax of Rs.200.38 (in Lacs) compared to last year Rs. 533.68 (in Lacs). The reduction in profit is due to increased prices of raw material which cannot be passed on to customers immediately due to period specific agreements. However, the price revision is effected immediately at the time of renewal of contract.

3. DIVIDEND:

During the year the Company has declared an interim dividend @7% in the Board of Directors meeting held on 31st October, 2010 and total out flow was of Rs.68.62 lacs, however no final dividend was recommended for the current financial year.

4. SHARE CAPITAL:

During the year the paid up share capital was increased from Rs.7,96,18,900 Rs.8,81,18,900 due to conversion of 4,17,000 warrants (issued on 7th April, 2009) into 4,17,000 Equity Shares of Rs. 10/- each at the premium of Rs. 2/- per Equity Shares, on 27th August, 2009 and 4,33,000 warrants converted into 4,33,000 equity shares of Rs. 10/- each at the premium of Rs. 2/- per Equity Shares, on 27th May, 2010 respectively.

The said shares were duly listed at the concerned Stock Exchanges.

5. POSTAL BALLOT:

During the year the company has passed ordinary resolutions under section 293(1)(a) and 293(1)(d) of the companies Act, 1956 obtaining shareholders consent by pursuant to section 192A of the Companies Act, 1956, read with the Companies (Passing of the resolution by Postal ballot) Rules, 2001.

6. DEPOSITES: Your company did not accept any deposits from the public during the current year.

7. DIRECTORS:

During the year Mr. Vishwas Mehendale, Dr. Deepak Kanekar and Mr. N.G. Mane, Directors of the company are retiring by rotation & being eligible offers themselves for reappointment. You are requested to re-appoint them.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

9. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/S HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

10. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office till the conclusion of the coming Annual General Meeting. They have signified their willingness to be re- appointment as Statutory Auditor of the Company.

The aforesaid appointment is proposed for your approval at the forthcoming Annual General Meeting of the Company.

The significant Accounting policies & notes on Account are self explanatory hence no further explanations are required.

11. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii)That 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 or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

12. PARTICULARS OF EMPLOYEES:

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

13. PARTICULARS OF CNSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BAORD OF DIRECTORS) RULES, 1988.

14. LISTING OF SHARES:

Equity shares of your Company are currently listed on with Bombay Stock Exchange Limited, Ahmedabad Stock Exchange Limited and the Calcutta Stock Exchange Association Limited out of which Mumbai is a Regional Stock Exchange. The Company has been paying the necessary listing fees to Mumbai Stock Exchange regularly. During the period the Board has also decided voluntary Delisting of Equity Shares of the Company from the Ahmedabad Stock Exchange Ltd. and The Calcutta Stock Exchange Association Ltd. as per Clause 6 (a) of SEBI (Delisting of Equity Shares) Regulations, 2009.

15. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors

Deepak Kanekar (Chairman) Dombivali, 11th August, 2010



 
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