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Directors Report of J D Orgochem Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 41st Annual Report of the Company together with its audited financial statements for the year ended March 31, 2015.

A. FINANCIAL RESULTS:

(Rs In lacs)

Paticulars Year Ended Year Ended March 31, 2015 March 31, 2014

Revenue from Operation 82.96 -

Other Income 37.71 98.08

Total Income 120.67 98.08

Profit/Loss before depreciation, (36.81) (208.03) taxes and extraordinary item

Depreciation (70.74) (82.07)

Loss before Extraordinary Income (107.55) (290.10)

Exceptional Item - (320.11)

Tax expenses related to prior year 0.58 0.01

Loss for the year (108.13) (610.22)

B. REVIEW OF PERFORMANCE

Your Directors wish to inform that during the financial year ended March 31, 2015 the revenues from operations and other income aggregated to Rs 120.67 lacs as against Rs 98.08 lacs during the previous year. During the year under the review, the Company has incurred loss amounting to Rs 108.13 lacs against Rs 610.22 over the previous year. Company has managed to curtail loss to certain extent, however it could not start the manufacturing operations during the Financial Year 2014 -15.

C. STATE OF COMPANY AFFAIRS

In view of financial constraint being faced by the Company, resumption of manufacturing activity at Patalganga unit is getting delayed. The Company is making efforts to arrange long term funds for capital expenditure to be incurred at Patalganga unit and restart the manufacturing operations.

During the year under review, the Company has not incurred any capital expenditure.

There was no change in business activity of the Company during the Financial Year 2014-15.

D. INDUSTRIAL RELATIONS:

As reported earlier, possession of the erstwhile Turbhe Unit of the Company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in December, 2006. As regards to the legal matters pertaining to the some of the workmen of the said Turbhe Unit, pending before various courts, there is no significant change during the year and status remains same as mentioned in the previous annual report.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon'ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner of Labour. On failure of the conciliation, the Asst. Commissioner of Labour referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Asst. Commissioner of Labour before the Division Bench of Hon'ble High Court, Bombay and as per the interim order of the Hon'ble High Court, the said adjudication before the Industrial Tribunal has been stayed and the matter is pending for hearing.

E. CHANGES IN THE SHARE CAPITAL

There was no change in share capital of the Company during the Financial Year 2014-15.

F. HUMAN RESOURCE MANAGEMENT

A detailed section on Human Resource of the Company is provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report (Annexure - 3).

G. DELISTING OF EQUITY SHARES FROM NSE LIMITED

During the financial year under the review the Company delisted its Equity Shares from NSE Limited.

H. DIVIDEND

In view of accumulated losses incurred during the financial year 2014-15, the Company does not propose any dividend.

I. PARTICULARS OF EMPLOYEES

As the Company had only one employee the provisions relating to disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with the Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

The Company did not have any employee who was employed throughout the Financial Year 2014-15 and was in receipt of remuneration not less than Sixty Lacs.

The Company also did not have any employee who was employed for the part of the Financial Year 2014-15 and was is in receipt of remuneration for any part of that year which in aggregate was not less than Five Lacs per month.

No employee of the Company who was employed throughout the Financial Year 2014-15 or a part thereof was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in aggregate, is more than the remuneration of the Managing Director and holds by himself or along with his/her spouse and dependent children not less than two percent of equity shares in the Company.

J. CORPORATE SOCIAL RESPONSIBILITY

The Company had constituted a Corporate Social Responsibility Committee (CSR) comprising of following three directors:

Shri Mitesh D. Sejpal Chairman

Shri Sharadchandra S. Kothari Member

Shri Umesh T. Chandan Member

However, since the Company does not fall under the ambit of Section 135 of the Companies Act, 2013 and also the Company has incurred losses during the financial year 2014-15 it has not made any expenditure on CSR activities.

K. CORPORATE GOVERNANCE

The Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the annual report. A certificate from the Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance (Annexure - 2).

Board Meetings

The Board of Directors met Four (4) times during the Financial Year 2014-15. The details of which are given in the Corporate Governance Report which forms part of this Annual Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee adopted the following policies:

1. Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees.

2. Policy for Determining Qualifications, Positive Attributes, Independence of an Independent Director and Criteria for Evaluation is annexed to Directors' Report (Annexure - 4 & 4.1).

Familiarisation Programme for Independent Directors'

Every Independent Director is issued a Letter of Appointment setting out in detail terms of appointment, duties and responsibilities of an Independent Director. In compliance with the provisions of the Clause 49 of the Listing Agreement, the Company had issued formal letters of appointment to the Independent Directors'. The terms and conditions of appointment of Independent Director is available on the Company's website and can be accessed at http://www.idorgochem.com/corporate.aspx/appointmentletter.pdf.

The Independent Directors are informed regarding all the updates in matters of Companies Act, 2013 and other applicable laws as and when required.

Annual Performance Evaluation of Board, Committees of Board and Individual Directors

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria recommended by the Nomination and Remuneration Committee, the Board evaluated its own performance, having regard to various criteria such as composition of the Board, Board process, decision making process at the Board meeting, information shared at the Board, frequency of the Board Meeting and updation of knowledge relating to the business and laws at the Board meeting. Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as composition of the Committee, Committee process, decision making process at the Committee meeting, information shared at the Committee meeting, frequency of the Committee Meeting and updation of knowledge relating to the business and laws at the Committee meeting etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors:

a) Independent Directors: In accordance with criteria recommended by the Nomination and Remuneration Committee which was approved by the Board, the performance of each independent director was evaluated by entire Board of Directors (excluding the Director being evaluated) on various parameters like educational and professional background, industry experience standing in the profession. The Board expressed its satisfaction on performance of the Independent Directors. The Board also acknowledged and appreciated the inputs and expertise provided by all the Independent Directors on matters relating to business of the Company.

b) Non Independent Directors: In accordance with the criteria recommended by the Nomination and Remuneration Committee which was later approved by the Board, the performance of each non independent director was evaluated by the Board of Directors (excluding the Director being evaluated) the various criteria considered for the purpose of evaluation included educational and professional background, industry experience standing in the profession. Further Independent Directors at its separate meeting also evaluated the performance of non independent directors. The Board and Independent Director expressed their satisfaction on performance of the Non Independent Director.

Detail regarding criteria for evaluation is annexed to the Directors' Report (Annexure - 4 & 4.1).

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during the financial year 2014-15 to-

1. Review the performance of non-independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Declaration from Independent Director

The Company had received the necessary declaration from each independent director for the financial year 2014- 15 and at the time of their appointment, in accordance with Section 149 (7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, stating that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Risk Management

Since the Company was not in operation no risk management policy was implemented or developed by the Company. However the Company does make necessary checks on the regular basis to identify the risks associated with the business and takes necessary steps to mitigate the same.

Directors and Key Managerial Personnel

During the Financial year 2014-15, the Company had appointed Shri. Sharadchandra S. Kothari (DIN: 00184421) as a Managing Director for a period of 3 (Three) years commencing from October 01, 2014 to September 30, 2017 by passing a Special Resolution at the Annual General Meeting held on September 24, 2014.

Further the Company had appointed Shri. Jay K. Manek (DIN: 00184770), Shri. Mitesh D. Sejpal (DIN: 06562026), and Shri. Umesh T. Chandan (DIN: 00184677) as an Independent Directors for a period of 5 (Five) years commencing from September 24, 2014 to September 23, 2019 by passing an Ordinary Resolution at the Annual General Meeting held on September 24, 2014.

During the financial year 2014-15, Company had appointed Smt. Falguni K. Manek (DIN:07162562), as an Additional Director under Woman and Non Executive category w.e.f. March 31, 2015, and who consequently resigned with effect from August 10, 2015.

Further Shri Jay K. Manek (DIN: 00184770) also resigned from the position of the Independent Director of the Company w.e.f. March 26, 2015.

Shri. Shrikant K. Kothari (DIN: 00184811), Director of the Company, will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment The Board of Directors of the Company recommend his re-appointment. Shri. Shrikant K. Kothari after being reappointed as a director immediately on retirement by rotation shall continue to hold his office of Director.

The Company had appointed Smt. Bharati R. Chandan as an Additional Director under Independent Woman Director Category who holds office upto ensuing Annual General Meeting.

Directors' Responsibility Statement

In compliance of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that we 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 and loss of the company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Audit Committee

The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof and Clause 49 of the Listing Agreement reconstituted Audit Committee. It comprises of three Non-Executive Directors, viz; Shri. Jay K. Manek, Shri. Mahendra K. Kothari and Shri. Umesh T Chandan.

The Chairman of the Committee is Shri. Jay Manek.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board of Directors of the Company held on May 28, 2014, the Board of Directors aligned the terms of reference and scope and functioning of the Audit Committee with the new requirements of the Companies Act, 2013 and Listing Agreement norms.

Adequacy of Internal Financial Controls

The Company has adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly.

Related Party Transactions

The Company had entered into any related party transaction during the Financial Year 2014-15, however the same were on arm's length basis and in ordinary course of business and the Audit Committee and Board have taken the note of the same and approved the same on timely basis in compliance with the provisions of Section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Company has formulated and adopted a whistle blower policy which will enable all the employees, directors and other stakeholder to raise and report their genuine concerns.

Prevention of Sexual Harassment at Workplace

Provisions relating to Sexual Harassment at Workplace are not applicable to the Company as there was only one employee during the Financial Year 2014 -15.

Subsidiaries, Joint Ventures or Associate Companies

No company became or ceased to be a subsidiary, joint venture or associate company during the Financial Year 2014-15.

Statutory Auditors

The Auditors, M/s. Maganlal & Ajay Mehta, Chartered Accountants, Mumbai having Firm Registration No.105730W shall retire at the ensuing Annual General Meeting and, being eligible, offers themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

As per the requirement of Section 139 of the Companies Act, 2013, the Company has already obtained consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Cost Audit

For the year under review the cost audit is not applicable pursuant to the amendment in Companies (Cost Records and Audit) Rules, 2014.

Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to conduct Secretarial Audit and annexe with its Directors' report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors had appointed M/s. Kaushal Dalal & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15 and their report is annexed to this Directors' report. (Annexure-5).

Secretarial Auditor has made and mentioned the following observations in its report,

1. As per the Section 203 (Appointment of Key Managerial personnel) of the Companies Act, 2013 and the rules made thereunder, the Company is required to appoint Chief Financial Officer (CFO) and a Company Secretary (CS) from the date of notification of Section 2013 i.e 01st April, 2014 as the said Section is been effect from this date, however the Company has not yet appointed CFO and a CS as on 31st March, 2015 under the Section 203. The Board clarified that since the Company is incurring losses and there are no significant business operations conducted by the Company during the financial year 2014-15. On event of such circumstances, it had not appointed any Key Managerial Personnel.

2. The Company was required to pass a Special Resolution in its General Meeting to increase its borrowing limits as per Section 180 (1)(c) of the Companies Act, 2013 and the rules made thereunder, however has failed to pass such resolution and have borrowed money during the period under Audit.

The Board clarified that the lapse in compliance was made inadvertently and the Company is placing the resolution for approval in the ensuing Annual General Meeting.

3. The Board of Directors vide Circular Resolution passed on March 31, 2015 approved the appointment of Ms. Falguni Manek as an Additional Director under the capacity of women Non executive Director Independent Director w.e.f March 31, 2015 however, the DIN of Ms. Falguni Manek was generated on April 18, 2014 The Board clarified that the appointment of the Director was made inadvertently and the said Director has resigned from the position of Additional Director.

Extract of Annual Return

Extract of Annual Return of the Company in Form MGT-9 is annexed to this Report. (Annexure-1).

Significant and Material Orders passed by the Regulators or Courts.

During the Financial Year 2014-15 there were no significant or material orders passed by any Court or Regulators involving the Company.

Particulars of Loans, Guarantees or Investments

There have been no loans, guarantee or investments made by Company under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report. (Annexure-6).

Deposits covered under Chapter V of the Companies Act, 2013

Your Company has not accepted any public deposits under Chapter V of Companies Act, 2013, during the Financial Year 2014-15.

L. GREEN INITIATIVES

Ministry of Corporate Affairs encourages and supports green initiatives in Corporate Governance by allowing paperless compliances by companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses. Your Company appeals to its shareholders, who are yet to register their E-mail addresses to take necessary steps for registering the same so that they can also become a part of the green initiative and contribute towards a greener environment.

M. ACKNOWLEDGEMENT AND APPRECIATION

Board acknowledges and places on record their appreciation to Customers, Vendors, Dealers, Investors, Business Associates, Bankers, Government and Regulatory Authority and BSE Limited for their continued support.

Place : Mumbai Date : August 14, 2015 For JD ORGOCHEM LIMITED

Registered Office : Sharadchandra S. Kothari 01,"Sumer Kendra" Chairman and Managing Director P. B. Marg, Worli, DIN: 00184421 Mumbai - 400 018.


Mar 31, 2014

The Members,

The directors hereby present their 40th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS: (Rs. In lacs)

Paticulars Year Ended Year Ended March 31, 2014 March 31, 2013

Gross sales 0 0

Other income 98.08 130.15

Total Income 98.08 130.15

Profit /(Loss) before depreciation, taxes and extraordinary Item (208.03) (272.19)

Depreciation (82.07) (305.50)

Loss before extraordinary income (290.10) (577.69)

Exceptional Item (320.11) 0

Tax expenses related to prior year (0.01) (0.00)

Loss for the year (610.22) (577.69)



2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE:

Your Company has recorded no sales during the year under review and during the previous year. There was no manufacturing activity at Company''s Patalganga unit during the year under review.

The Company incurred operating loss of Rs. 610.22 lacs during the year under review, as against loss of Rs. 577.69 lacs during the previous year.

4. DELISTING OF SECURITIES FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE):

The Board has accorded its approval to delist the securities of the Company from National Stock Exchange of India Limited (NSE) at its meeting held on May 28, 2014. However, National Stock Exchange of India Limited (NSE) has delisted the securities of the Company w.e.f. July 18, 2014. The Equity Shares of the Company shall continue to remain listed on the Bombay Stock Exchange Limited (BSE).

5. DIRECTORS:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mitesh D. Sejpal and Shri Umesh T. Chandan were appointed as an Additional Directors designated as an Independent Director w.e.f. May 29, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting. Further, the Company have received notices from Member proposing Shri. Mitesh D. Sejpal, Shri. Umesh T. Chandan and Shri. Jay K. Manek as candidates for the office of Directors.

In terms of the Articles of Association of the Company, Shri Mahendra K. Kothari, Director retiring at the ensuing Annual General Meeting, and being eligible, has offer himself for re-appointment as a Director.

6. AUDITORS:

The Company''s Auditors, M/s. Maganlal & Ajay Mehta, Chartered Accountants, Mumbai bearing Firm Registration No.105730W retires by rotation as the Statutory Auditors of the Company.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable. You are

requested to re-appoint them as the Statutory Auditors of the Company for the financial year 2014-15.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, the directors hereby state that:

i. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

iii. the director 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;

iv. the annual accounts have been prepared on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is annexed hereto and form part of this report. Information regarding foreign exchange earnings and outgo is also given in the annexure forming part of this report.

9. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders'' information as prescribed under Clause 49 of the Listing Agreement is annexed as a part of this report along with the Auditor''s Certificate on corporate governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

11. PARTICULARS OF EMPLOYEES:

The Company has no employee covered under provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposit from the public.

13. INDUSTRIAL RELATIONS:

As already reported, possession of the erstwhile Turbhe Unit of the Company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in December, 2006. As regards to the retrenched workmen of the said Turbhe Unit, the legal case is still pending before Industrial Tribunal, Thane. As regards to employees of Turbhe Unit whose services were transferred to Viramgam Unit, the writ petition is still pending before the Hon''ble High Court, Bombay and the stay on Industrial Court order is continuing. The disputes regarding termination of the services of workmen for reasons such as committing violence, not following transfer orders and committing fraud in medical claims are also pending before Labour Court, Thane. In respect of the said workmen whose services were terminated, the Company has filed writ petitions before the Hon''ble High Court, Bombay for quashing and setting aside of the orders of the Industrial Court granting various relief. With regards to the issue of lockout matter of the said Turbhe Unit, upon the appeal by the Company, the Hon''ble High Court stayed the order of the Hon''ble Industrial Court and the matter is pending for final hearing.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before HonRs.ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst.

Commissioner Labour. On failure of the conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Hon''ble Division Bench of Hon''ble High Court, Bombay, which is pending for hearing.

14. ACKNOWLEDGMENTS:

Your Directors acknowledge and thank the customers, shareholders, vendors, state government authorities, business associates and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai Sharadchandra S. Kothari Date : May 28, 2014 Chairman & Managing Director


Mar 31, 2013

To, The Members,

The directors hereby present their 39th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2013

1. FINANCIAL RESULTS: (Rs.In Lacs) PATICULARS YEAR ENDED YEAR ENDED MARCH 31, 2013 MARCH 31, 2012

Gross sales 0 0.24

Other income 130.30 122.06

Total Income 130.30 122.30

Profit / (Loss) before depreciation, taxes and xtraordinary Item (272.19) 10.77

Depreciation (305.50) (352.09)

Loss before extraordinary income (577.69) (341.32)

Tax expenses related to prior year (0.00) (0.01)

Loss for the year (577.69) (341.33)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE:

Your company has recorded no sales during the year under review as against Rs. 0.24 lacs during the previous year. There was no manufacturing activity at company''s patalganga unit during the year under review.

The company incurred operating loss ofRs. 577.69 lacs during the year under review, as against loss of Rs. 341.32 lacs during the previous year.

4. FINANCE:

Repayment schedule of Zero Coupon Loan (ZCL) of Rs. 916.80 lacs is altered and will now be repaid in sixteen installments of Rs. 57.30 lacs each commencing from 31st March, 2013 and ending on 31st December, 2016. First such installment of Rs. 57.30 lacs is paid during the year under review.

5. DIRECTORS:

Shri Dinkar M. Naik who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

6. AUDITORS:

The company''s Auditors M/s.Maganlal & Ajay Mehta, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

7. QUALIFICATION IN AUDITORS'' REPORT:

The auditors'', in their report for the financial year under review, have on the basis of qualified opinion mentioned that "Adequacy of the provisions made for meeting workers'' liability cannot be ascertained, as referred to in Note No.7.1 & 8.1 of Notes to the Financial Statement."

Dues payable to the workers on account of retrenchment and resignations/terminations are provided in the accounts since earlier years on estimated basis. The litigation in the matter is still going on in the Courts. Exact financial liability on this account cannot be ascertained at this stage and therefore, no additional provision has been made.

The auditors'', in their report for the financial year under review have mentioned that "No provision has been made in the accounts for advances fo Rs. 178 lacs given to M/s. Jaysynth Polychem Private Limited in earlier years as referred to in note no. 14.1 of Notes to Financial Statement resulting into the understatement of accumulated losses by Rs.178 lacs."

Your Directors are of the opinion that, there are fair chances of recovery of advance of Rs. 158 lacs from Jaysynth Polychem Pvt. Ltd.,

The auditor''s, in their Report on the other legal and regulatory requirements, have mentioned that on the basis of written representation received from all the directors of the company as on March 31. 2013 and taken on record by the board of directors and information about the company''s failure to redeem its debentures on due date in earlier years and failure continued for more than one year, we report that all the directors are disqualified as on March 31, 2013 from being appointed as a director of any other public company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956."

None of the Director of the Company is Director on the Board of any other Limited Company; according to information given by the respective director.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors hereby state 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 accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the loss of the Company for the year ended on that date;

iii. the director 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;

iv. the annual accounts have been prepared on a going concern basis.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988, is annexed hereto and form part of this report. Information regarding foreign exchange earnings and outgo is also given in the annexure forming part of this report.

10. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders'' information as prescribed under Clause 49 of the Listing Agreement is annexed as a part of this report along with the Auditor''s Certificate on corporate governance.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

12. PARTICULARS OF EMPLOYEES:

The company has no employees covered under provisions of Section 217(2A) of the Companies Act, 1956 read with companies (particulars of employees) rules, 1975.

13. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposit from the public.

14. INDUSTRIAL RELATION:

As already reported, possession of the erstwhile Turbhe Unit of the company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in 2006. As regards to the retrenched workmen of the said Turbhe Unit, the legal case is still pending before Industrial Tribunal, Thane. As regards to employees of Turbhe Unit whose services were transferred to Viramgam Unit, the writ petition is still pending before the Hon''ble High Court Bombay and the stay on Industrial Court order is continuing. As the workers did not report at Viramagam despite of the order from High Court their services were terminated. The dispute regarding termination of their services is also pending before Labour Court, Thane. With regards to the issue of lockout matter of the said Turbhe Unit, upon the appeal by the Company, the Hon''ble High Court, stayed the order of the Hon''ble Industrial Court and the matter is pending for final hearing.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon''ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour. On failure of the conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Hon''ble Division Bench, Bombay which is pending for hearing.

15. ACKNOWLEDGMENTS:

Your directors acknowledge and thank the customers, shareholders, vendors, state government authorities, business associates, and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai S. S. KOTHARI

Dated : May 20, 2013 Chairman & Managing Director


Mar 31, 2012

The directors hereby present their 38th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED MARCH 31, 2012 MARCH 31, 2011

Gross sales 0.24 132.71

Other income 122.06 71.39

Total Income 122.30 204.10

Profit/(Loss) before depreciation, taxes and extraordinary item 10.77 (0.06)

Depreciation (352.09) (362.56)

Loss before extraordinary income (341.32) (362.62)

Tax expenses related to prior year (0.01) (0.01)

Loss for the year (341.33) (362.63)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE:

Your company has recorded gross sales of Rs. 0.24 lacs during the year under review as against Rs. 132.71 lacs during the previous year. There was no manufacturing activity at company's Patalaganga unit during the year under review.

The company incurred operating loss of Rs. 341.32 lacs during the year under review, as against loss of Rs. 362.62 lacs during the previous year.

4. FINANCE:

Repayment schedule of Zero Coupon Loan (ZCL) of Rs. 1146 lacs is altered and will now be repaid in ten equal installments commencing from 30th March, 2012 and ending on 30th March, 2015. First such installment of Rs. 114.60 lacs is paid during the year under review.

5. SUBSIDIARY COMPANY:

As already reported, M/s. Jaysynth Anthraquinones Limited (JAL), wholly owned subsidiary of the Company was declared a sick industrial company u/s 3 (1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide Hon'ble Board for Industrial and Financial Reconstruction (BIFR) order dated 6.12.2005. Draft Rehabilitation Scheme (DRS) was submitted to Hon'ble BIFR which inter alia envisaged amalgamation of JAL with M/s. Jaysynth Impex Limited (JIL). Subsequently, Hon'ble BIFR vide its Order dated 25th January, 2012 approved the Rehabilitation Scheme. Accordingly, JAL is amalgamated with JIL. Pursuant to amalgamation your Company has been allotted 275,000 shares of Rs. 1/- each of JIL.

6. DIRECTORS:

Shri Shrikant K. Kothari who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

7. AUDITORS:

The company's Auditors M/s.Maganlal & Ajay Mehta, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

8. QUALIFICATION IN AUDITORS' REPORT:

The auditors', in their report for the financial year under review, have under Serial No. 3(v)(a) mentioned that "Adequacy of the provisions made for meeting the workers' liabilities cannot be ascertained, as referred to in Note No. 7.1 & 8.1 of Notes to Financial Statement."

Dues payable to the workers on account of retrenchment and resignations/terminations are provided in the accounts since earlier years on estimated basis. The litigation in the matter is still going on in the Courts. Exact financial liability on this account cannot be ascertained at this stage and, therefore, no additional provision has been made subsequently.

The auditors', in their report under Serial No. 3(v)(b) have mentioned that "No provision has been made in the accounts for the diminution in the value of investment in the shares of M/s. Jaysynth Polychem Private Limited as referred to in note no. 13.2 of Notes to Financial Statement as well as of advance given as referred to in note no. 14.1 of Notes to Financial Statement resulting into the understatement of accumulated losses by Rs. 402.25. During the current year the management will make assessment of amounts to be realized from the investment and the advance and loss, if any, will be provided for.

The auditors', in their report under Serial No. 3(vi) have mentioned that "No provision has been made of Rs. 12.91 lacs for Gram Panchayat Tax payable for the year under reference resulting into understatement of the losses to that extent.

The Company has made application to Vadgaon Gram Panchayat for waiver of the Gram Panchayat Tax. Hence, the provision has not been made.

The auditor's, in their Report at Serial No. 3(vii) have mentioned that on the basis of written representation received from all the directors of the company as on March 31, 2012 and taken on record by the board of directors and information about the company's failure to redeem its debentures on due date in earlier years and failure continued for more than one year, we report that all the directors are disqualified as on March 31, 2012 from being appointed as a director of any other public company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956."

None of the Director of the Company is Director on the Board of any other Limited Company; according to information given by the respective director.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors hereby state 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 accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the loss of the Company for the year ended on that date;

iii. the director 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;

iv. the annual accounts have been prepared on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(i)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988, is annexed hereto and form part of this report. Information regarding foreign exchange earnings and outgo is also given in the Annexure forming part of this report.

11. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders' information as prescribed under Clause 49 of the Listing Agreement is annexed as a part of this report along with the Auditor's Certificate on corporate governance.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

13. PARTICULARS OF EMPLOYEES:

The company has no employees covered under provisions of Section 217(2A) of the Companies Act, 1956 read with companies (particulars of employees) rules, 1975.

14. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposit from the public.

15. INDUSTRIAL RELATION:

As already reported, the case of retrenched workmen of Turbhe Unit is still pending before Industrial Tribunal, Thane. As regards transfer of employees of Turbhe Unit to Viramgam Unit, the writ petition is still pending before the Hon'ble High Court Bombay and the stay on Industrial Court order is continuing. As the workers did not report at Viramagam despite of the order from High Court their services were terminated. The dispute regarding termination of their services is also pending before Labour Court, Thane. With regards to the issue of lockout matter of the Turbhe Unit, the Hon'ble Industrial Court allowed the complaint filed by the Union. In appeal by Company, the Hon'ble High Court, stayed the order of the Hon'ble Industrial Court and the matter is pending for final hearing.

Dues of the worker at patalganga unit as already informed, were settled in pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon'ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour. On failure of conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Hon'ble Division Bench, Bombay which is pending hearing.

16. ACKNOWLEDGMENTS:

Your directors acknowledge and thank the customers, shareholders, vendors, state government authorities, business associates, and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S. S. KOTHARI Chairman & Managing Director

Place : Mumbai Dated : August 13, 2012


Mar 31, 2010

The directors hereby present their 36th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2010.

1. FINANCIAL RESULTS : (Rs. In Lacs)

YEAR ENDED YEAR ENDED

PArTICULARS MARCH 31, 2010 MARCH 31, 2009

Gross sales 90.55 13.11

Other income 69.15 (12.65)

Total Income 159.70 0.46

Loss before depreciation, taxes and (324.04) (161.90)

extraordinary Item_

Depreciation (365.09) (365.58)

Loss before extraordinary income (689.13) (527.48)

Extraordinary Income 714.88 27693.19

Profit/ (Loss) 25.75 27165.71

Short provision of fringe benefits tax (0.03) (0.14)

Prior period adjustments (16.36) (0.32)

Opening balance of profit & (loss) a/c (6918.63) (34083.88)

Balance carried to balance sheet (6909.27) (6918.63)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE :

Your company has recorded gross sales of Rs.90.55 lacs during the year under review as against Rs. 13.11 lacs during the previous year.

The company incurred operating loss of Rs.689.13 lacs during the year under review, as against loss of Rs.527.48 lacs during the previous year. However, after accounting for extraordinary Income amounting to Rs.714.88 lacs, arising due to write back of secured debt and on secure debt including interest, pursuant to one time settlement of debt with Financial Institutions and prior period adjustment, the net result is profit of Rs.9.36 Lacs during the year under review.

4. FINANCE :

Your Company has by way of One Time Settlement with Life Insurance Corporation of India, LIC Mutual Fund, and Unit Trust of India has settled outstanding dues on 76,000 Zero Coupon Debentures of Rs. 100/- each, Zero Coupon Loan aggregating to Rs.54.00,000/- and Secured Loan aggregating to Rs.43,20,000/-. During the year under review Asset Reconstruction Company Ltd. (ARCIL), Stress Asset stabilization Fund (SASAF) and Arcil SBPS-001-IX Trust have vide separate deeds of assignment, have assigned their out standing debt of the Company including 16,04,000 Zero Coupon Debentures of Rs. 100/-, Zero Coupon Loan of Rs. 1146 Lacs and secured loan of Rs.916.80 Lacs to M/s. Bharti Polytex Pvt. Ltd. Hence, M/s. Bharti Polytex Pvt. Ltd. have become a major debtor of the Company.

M/s. Bharti Polytex Pvt. Ltd. has altered the redemption period of 16,04,000 Zero Coupon Debentures, redeemable at 50% premium. The said Debentures will now be redeemed in ten Quarterly installments commencing from 30th June, 2013 and ending on 30th September, 2015. Repayment schedule of Zero Coupon Loan (ZCL) of Rs. 1146 Lacs is also altered and will now be repaid in five quarterly installments commencing from 30th March, 2012 and ending on 30th March, 2013.

5. DIRECTORS:

Shri Lalit K. Chaudhari who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

6. AUDITORS:

The companys Auditors M/s. Maganlal & Ajay Mehta, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re- appointment

7. QUALIFICATION IN AUDITORS REPORT :

The auditors, in their report for the financial year under review, have under Serial No. 3(v)(a) mentioned that "Adequacy of the provisions made for meeting the workers liabilities cannot be ascertained, as referred to in Note No.14 of Schedule R."

Dues payable to the workers on account of retrenchment and resignations/terminations are provided in the accounts since earlier years on estimated basis. The litigation in the matter is still going on in the Court. Therefore, exact financial liability on this account cannot be ascertained at this stage and, therefore, no additional provision has been made subsequently.

The auditors, in their report under Serial No. 3(v)(b) have mentioned that "No provision has been made in the accounts for the deterioration in the value of investment in the shares of Jaysynth Anthraquinones Limited and Jaysynth Polychem Private Limited as well as of advances given as referred in note no. 15 of Schedule R resulting into the understatement of accumulated losses by Rs.1731.16 Lacs."

No provision is made, as Jaysynth Anthraquinones Limited has submitted Draft Rehabilitation Scheme to Honble BIFR which is likely to come up for hearing. The provision, if any, in respect of the same shall be made upon the sanction of the scheme by BIFR.

The auditors, ip their Report at Serial No. 3(vi) have mentioned that On the basis of written representation received from all the directors of the company as on March 31, 2010 and taken on record by the board of directors and information about the companys failure to redeem its debentures on due date in earlier years and failure continued for more than one year, we report that all the directors are disqualified as on March 31, 2010 from being appointed as a director of any other public company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956."

None of the Director of the Company are Directors on the Board of any other Limited Company.

8. CONSOLIDATED FINANCIAL STATEMENT :

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached for your reference. The consolidated financial statements form part of this annual report.

9. DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors hereby state 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 accounting policies and applied them consistently, and have 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 March 31, 2010 and of the loss of the Company for the year ended on that date;

iii. the director 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;

iv. the annual accounts have been prepared on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars In the report of board of directors) Rules, 1988, is nol applicable as the Company did not have manufacturing activity during the year under review There are no foreign exchange earnings & outgoings during the year under review.

11. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders information as prescribed under Clause 49 of the Listing Agreement, is annexed as a part of this Report along with the Auditors Certificate on corporate governance..

12. SUBSIDIARY COMPANIES:

The information required under Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached. The Annual Accounts of your Companys subsidiaries viz. Jaysynth Anthraquinones Ltd. and Jaysynth (Europe) Ltd. duly audited are attached with the accounts of the Company.

M/s. Jaysynth Anthraquinones Ltd. (JAL) a wholly owned subsidiary has pursuant to rehabilitation scheme prepared in consultation with ICICI Bank Ltd., the (Operating Agency), appointed by Honble Board for Industrial and Financial Reconstruction (BIFR), submitted Draft

Rehabilitation Scheme (DRS) which inter alia proposes to amalgamate JAL with M/s. JAYSYNTH IMPEX LTD. with effect from 1st April, 2009. The DRS is pending for hearing before Honble BIFR.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

14. PARTICULARS OF EMPLOYEES:

Hie company has no employees covered under provisions of Section 217(2A) of the Companies Act, 1956 read with companies (particulars of employees) rules, 1975.

15. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposit from the public.

16. INDUSTRIAL RELATION:

As regards Turbhe Unit, the case of retrenched workmen is still pending before Industrial Tribunal, Thane. As regards transfer of employees of Turbhe Unit to Viramgam Unit, the writ petition is still pending before the Honble High Court Bombay and the stay on Industrial Court order is continuing. As the workers did not report at Viramagam despite of order from High Court their services were terminated. The dispute regarding termination of their services is also pending before Labour Court, Thane. With regards to the issue of lockout matter of the Turbhe Unit, the Honble Industrial Court allowed the complaint filed by the Union. In appeal by Company, the Honble High Court, stayed the order of the Honble Industrial Court and the matter is pending for final hearing.

Dues of the worker at patalganga unit were settled in pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Honble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour. On failure of conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Honble Division Bench, Bombay which is pending hearing.

17. ACKNOWLEDGMENTS:

Your directors acknowledge and thank the customers, shareholders, dealers vendors, state government authorities, business associates, and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE : MUMBAI S.S. KOTHARI

DATED : August 13, 2010 CHAIRMAN & MANAGING DIRECTOR

 
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