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Directors Report of Jagatjit Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY

The Board Report is prepared based on the stand alone financial statements of the Company. The Company's financial performance for the year under review along with previous year's figures are given hereunder :

(Rs. in lacs)

2014-15 2013-14

Profit for the year after charging all expenses excluding (806) 447

financing charges and depreciation

Deduct: Financing Charges 3129 2864 - -

Cash Profit/(Loss) (3935) (2417)

Deduct : Depreciation/ Amortization 1243 1849

- -

Profit/(Loss) for the year before taxation (5178) (4266)

Tax Expenses

Current Tax

- For the year - -

- Deferred Tax (Benefit)/Charge (1267) 257

- profit/(Loss) after tax from discontinuing operation (454) -



Profit/(Loss) after tax for the year (4365) (4523)

Profit brought forward from previous year 8533 13056



Total profit available for appropriations 4168 8533



APPROPRIATIONS

Balance Carried to Balance Sheet 4168 8533

STATE OF COMPANY'S AFFAIRS

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 1242.68 Crores as compared to Rs. 1370.81 Crores during the previous year. The Company incurred a loss before taxation of Rs. 51.78 Crores as compared to loss before taxation of Rs. 42.66 Crores during the previous year.

DIVIDEND

In view of the losses incurred by the Company during the year, the Board of Directors of your Company donot recommend any dividend for the year under report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

During the year the working of the Glass division of the Company was formally discontinued w.e.f. 01st April, 2014.

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 46.15 Crores. During the year there was no change of the share capital by issue or buy back of shares.

FIXED DEPOSITS

During the year under report the Company in compliance with the provisions of Section 73(2) of the Companies Act, 2013 and the Rules made there under, has accepted deposit of Rs. 465.93 Lacs from its members only.

As on 31st March, 2015, 222 persons whose Fixed Deposits/Loans with the Company amounting to Rs.123.96 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 77 persons amounting to Rs.63.17 Lacs have since been renewed/paid.

There has not been any default in repayment of deposits or interest thereon during the year under report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, M/s Jagatjit India Private Limited became and ceased to be the subsidiary of the Company. M/s JIL Trading Private Limited, M/s L. P. Investments Ltd., M/s Sea Bird Securities Private Limited and M/s S. R. K. Investments Private Limited continued to be subsidiary companies during the year under review. M/s Hyderabad Distilleries & Wineries Private Limited is the Associate Company.

The consolidated financial statements of the Company including all Subsidiaries and Associate prepared in accordance with relevant Accounting Standards, duly audited by the Statutory Auditors are presented in the Annual Report.

A report on performance and financial position of each of the Subsidiaries and Associate companies included in the consolidated financial statement is presented in the prescribed format AOC-1 and is annexed to the financial statements in the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Roshini Sanah Jaiswal was appointed as an Additional Director on 14th August, 2014 and she ceased to be Director on 30th September, 2014. The Board places on record its appreciation for the services rendered by Ms. Roshini Sanah Jaiswal during her tenure as Director.

Mrs. Anjali Varma, Director, retires by rotation, is eligible and offers herself for re-appointment.

Mr. Anil Girotra has been appointed as Chief Financial Officer of the Company w.e.f. 14th August, 2014. Mr. Narender Sapra and Mr. K. K. Kohli continue to be Managing Director and Company Secretary respectively during the year under review.

NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details of the meetings are stated in the Corporate Governance Report forming part of this Annual Report.

Further, a separate Meeting exclusively of the Independent Directors of the Company was also held on 23rd December, 2014, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement" and confirm that : (a) in preparation of Annual Accounts for the year ended 31st March, 2015, 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 and loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on a going concern basis;

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

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors viz. Mrs. Kiran Kapur, Mr. Sudhir Avasthi and Mr. Peri Kameswara Sharma have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules there under.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has constituted a "Nomination and Remuneration Committee". The Committee reviews and recommends to the Board for remuneration of Directors, Key Managerial Personnel and other employees.

The Company does not pay any remuneration to the Independent Directors of the Company other than sitting fees for attending the meetings of the Board and Committees of the Board. Remuneration to the Managing Director and Whole-time Director is governed under the relevant provisions of the Act and approvals.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

It was acknowledged that every individual Member and Committee of the Board contributed its best in the overall growth of the organization.

FAMILARISATION PROGRAM OF INDEPENDENT DIRECTORS

The Company has a policy of conducting familiarization program for its Independent Directors in order to familiarize them with the Company, their role, rights, responsibilities in the Company and the nature of the industry in which the Company operates etc. The details of such policy have been given on the website of the Company at www.jagatjit.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company in Form MGT-9 forms part of the Board's Report and is annexed herewith as Annexure1.

AUDITOR AND AUDITORS' REPORT

Messrs Mittal Chaudhry & Co., Chartered Accountants were re–appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 69th Annual General Meeting (AGM) held on 30th September, 2014 until the conclusion of the 72nd AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the Members at every AGM held after the AGM held on 30th September, 2014).

As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from Messrs Mittal Chaudhry & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Auditors Report for the Financial Year 2014-15 does not contain any qualification, reservation or adverse remarks.

The observations of the Statutory Auditors in their Report on standalone and consolidated financial statement for the year ended on 31st March, 2015 are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Pranav Kumar & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended on 31st March, 2015.

A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-2 and forms part of this report. The Secretarial Audit Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT

In terms of Companies (Cost Records and Audit) Rules, 2014, notified by the Ministry of Corporate Affairs on 30th June, 2014, the defined product of the Company does not come under the ambit of mandatory cost audit for the Financial year 2014-15.

INTERNAL AUDITORS

In order to strengthen the internal control systems and considering the size and nature of business, the Company has appointed M/s Lalit Kumar & Co., Chartered Accountants, New Delhi as the internal auditors of the Company to perform the internal audit for the financial year 2014-15.

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 PARTY TRANSACTIONS

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 were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Accordingly disclosure in form AOC-2 is not required. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval. The related party transactions entered during the year under review have been disclosed in Note 40 to the statement of Accounts of the year.

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 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.jagatjit.com.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Management and the Board of Directors of the Company are of strong opinion that Corporate Social Responsibility is strongly connected with the principles of sustainability and taking care of the society at large. The management of the Company considers it as the core corporate responsibility of the Company to take steps for considering and recognizing the corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders. The Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.jagatjit.com.

GREEN INITIATIVE

Electronic copies of the Annual Report of the Company for the year 2015 and Notice of the 70th AGM are being sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary. The Annual Report of the Company for the year 2015 is also available on the website of the Company at www.jagatjit.com.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set for in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the Notice.

PREVENTION OF INSIDER TRADING

Pursuant to new SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate trading in securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company. The Code under SEBI (Prohibition of Insider Trading) Regulations, 2015 is available on the website of the Company at www.jagatjit.com.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee of the Board of Directors of the Company. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178(1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Nomination and Remuneration Committee of the Board of Directors of the Company. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report. Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the individual and the Company. Remuneration of the employees are revised on timely basis and based on their performances. The Committee identifies the persons who are qualified to become Directors or be appointed in senior management and recommends to the Board their appointment or removal and carries our evaluations of their performance.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provisions of Section 178(5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Stakeholders Relationship Committee of the Board of Directors of the Company. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company's Risk management framework ensures compliance with the provisions of Clause 49 of the Listing Agreement. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Securing critical resources; ensuring sustainable plant operations; cordial relations with the workers, ensuring cost competitiveness including logistics; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust management information system, which is an integral part of the control mechanism.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Recognizing the regulatory mandate u/s 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so that they may report their genuine concerns or grievances, the Company has established a policy called Whistle Blower Policy. The Policy has been posted on the website of the Company at www.jagatjit.com.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The information required under section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is given in separate Annexure to this report.

The above annexure is not being sent along with this Report to the members of the Company in line with the provision of Section 136 of the Companies Act, 2013. The aforesaid Annexure is available for inspection by Members at the Registered Office of the Company upto the date of the ensuing Annual General Meeting during the business hours on working days. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In term of Section 136 of the Act, the Report is being sent to all shareholders and others entitled thereto, excluding the aforesaid information and the said particulars are available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

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

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement in both letter and spirit. The Company's core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at the Company. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Practicing Company Secretary confirming compliance with the requirements of clause 49 of the Listing Agreement is annexed and forms part of the Annual Report.

Further, the Management Discussion and Analysis Report as prescribed under clause 49 of the listing agreement is also presented in separate section forming part of the Annual Report.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company were listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The SEBI in November, 2014 withdrew the recognition granted to the Delhi Stock Exchange and allowed Ludhiana Stock Exchange to exit the bourses business vide their order dated 30th December, 2014. Accordingly, the shares of your Company are presently listed on BSE Limited at Mumbai only.

The Listing fees for the financial year 2015-16 have been paid to Mumbai Stock Exchange.

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

The Company has in place an Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All Employees (permanent, contractual, temporary, trainees) are covered under this policy.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by the Government agencies, customers, vendors, banks, business associates and all the employees.

For and on behalf of the Board

Sd/- Sd/-

Narender Sapra Peri Kameswara Sharma

Date :1st September,2015 Managing Director Director

(DIN.00200239) (DIN. 02316593)


Mar 31, 2014

To the Shareholders

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

FINANCIAL RESULTS (Rs. in lacs)

2013-14 2012-13

Profit for the year after charging all expenses excluding financing charges and depreciation 447 4726

Deduct: Financing Charges 2864 2308

Cash Profit (2417) 2418

Deduct : Depreciation/ Amortisation 1849 1750

Profit/(Loss) for the year before taxation (4266) 668

Tax Expenses

Current Tax

— For the year - 135

— Mat credit Entitlement - (352)

— Deferred Tax (Benefit)/Charge 257 380

Profit/(Loss) after tax for the year (4523) 505

Profit brought forward from previous year 13056 12551

Total profit available for appropriations 8533 13056

APPROPRIATIONS

Balance Carried to Balance Sheet 8533 13056

SALES & PROFIT

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 1370.81 Crores as compared to Rs.1451.01 Crores during the previous year. The Company incurred a loss before taxation of Rs. 42.66 Crores as compared to profit before taxation of Rs. 6.68 Crores during the previous year.

DIVIDEND

In view of the losses incurred by the Company during the year, the Board of Directors of your Company do not recommend any dividend for the year under report.

DIRECTORS

Mr. Gautam Pal and Mrs. Gita Bawa ceased to be Directors of the Company w.e.f. 30th May, 2013 and 07th October, 2013 respectively. The Board places on record, its appreciations for the services rendered by Mr. Gautam Pal and Mrs. Gita Bawa during their tenure as Directors.

Mrs. Anjali Varma and Mr. Sudhir Avasthi have been appointed as Additional Directors of the Company on 21st April, 2014 and 10th July, 2014 respectively by the Board of Directors, who hold office upto the date of this Annual General Meeting. The Company has received notices in writing, under Section 160 of the Companies Act, 2013, from members, proposing their names as candidates for the office of Directors.

Mr. Ravi Manchanda, Director, retires by rotation, is eligible and offers himself for re-appointment.

Mrs. Kiran Kapur and Mr. Peri Kameswara Sharma, who had been appointed as Independent Directors liable to retire by rotation under the previous Companies Act, 1956 retire at the ensuing Annual General Meeting. The Company has received notices in writing, under Section 160 of the Companies Act, 2013, from members proposing their names as candidates for the office of Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

SUBSIDIARIES

In terms of the General Circular No.2/2011, dated 8th February, 2011, issued by the Ministry of Corporate Affairs, the documents as prescribed under Section 212(1) of the Companies Act, 1956, in respect to the subsidiary companies viz. M/s. JIL Trading Private Limited, M/s. L. P. Investments Limited, M/s. Sea Bird Securities Private Limited and M/s. S. R. K. Investments Private Limited are not being attached with the balance sheet of the Company. However, the consolidated financial statements of the Company and all its subsidiary companies duly audited by the Statutory Auditors are being presented in the Annual Report of the Company. We undertake that annual accounts of the subsidiary companies and the detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

FIXED DEPOSITS

As on 31st March, 2014, 210 persons whose Fixed Deposits/Loans with the Company amounting to Rs.76.77 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 42 persons amounting to Rs.27.47 Lacs have since been renewed/paid.

AUDITORS

Messrs Mittal Chaudhry & Co., Chartered Accountants, Auditors of the Company, retire and being eligible, offer themselves for re- appointment.

COST AUDITORS

M/s. R. J. Goel & Co., Cost Accountants, Delhi had been reappointed as Cost Auditors to carry out the audit of the Company''s cost records for the Financial year ended 31st March, 2014. The report of Cost Auditors for the year ended on 31st March, 2014, will be submitted to the Central Government in due course.

DIRECTORS'' RESPONSIBILITY STATEMENT The Board of Directors hereby state that :

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

ii) 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) 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.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance and the Management Discussion and Analysis Report are annexed separately and form part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Secretary at the Registered Office of the Company.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company are listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The Listing fees for the financial year 014-15 have been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

GENERAL

The Auditors have not made any qualification, reservation, adverse remarks or disclaimer in their Report, hence no explanation is required to be given by the Board. The Notes forming part of the Accounts being self-explanatory, the comments made by the Auditors in their Report, are not being dealt with separately.

The Directors place on record their appreciation for the services rendered by the employees of the Company, banks and government officials and all other persons associated with the business and affairs of the Company for their cooperation.

For and on behalf of the Board

Sd/- Sd/- Place:New Delhi Narender Sapra Ravi Manchanda Date :10th July, 2014 Managing Director Director


Mar 31, 2010

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.OOO) 2009-10 2008-09

Profit for the year after charging

all expenses excluding financing

charges and depreciation 469,134 232,007

Deduct: Financing Charges 229,390 93,066

Cash Profit 239,744 138,941

Deduct : Depreciation 193,399 159,996

ProfitALoss) for the year before taxation 46,345 (21,055)

Tax Expenses Current Tax

- For the year 8,416 -

- Fringe Benefit Tax - 15,000

Deferred Tax (Benefit)/Charge (26,655) 8,975

Profit/(Loss) after tax for the year 64,584 (45,030)

Profit brought forward from previous year 1,226,434 1,271,464

Total profit available for appropriations 1,291,018 1,226,434

APPROPRIATIONS

Transfer to Capital Redemption Reserve 57,941 -

Premium on share Re-purchase (Buy-back) 581,607 -

Balance Carried to Balance Sheet 651,470 1,226,434

1,291,018 1,226,434

SALES & PROFIT

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 942.97 Crores as compared to Rs. 841.91 Crores during the previous year and the profit before taxation was Rs. 463.45 Lacs as compared to Loss before tax of Rs. 210.55 Lacs during the previous year. During the 1st quarter of the Financial Year 2009-10, the operations of the Company were affected due to reduction in the distillation capacity as detailed in Schedule 21 .ll.(B)5 of the Annual Accounts of the Company. However, the capacities have since been reinstated to the original level vide order of the Honble Punjab & Haryana High Court dated 9th June, 2009.

DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended for the year under report.

DIRECTORS

Mrs. Gita Bawa and Mr. Arvind Behl, Directors retire by rotation, are eligible and offer themselves for re-appointment.

SUBSIDIARIES

The Directors Report and Audited Accounts of Anjani Estates Limited (Formerly known as Binnies Estates Limited), the Subsidiary Company, for the year ended 31 st March, 2010 alongwith the information specified under Section 212 of the Companies Act, 1956, are annexed.

FIXED DEPOSITS

As on 31st March, 2010, 368 persons whose Fixed Deposits/Loans with the Company amounting to Rs. 81.64 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 154 persons amounting to Rs. 39.68 Lacs have since been renewed/paid.

AUDITORS

Messrs Mittal Chaudhry & Company, Chartered Accountants, Auditors of the Company, retire and being eligible, offer themselves for re-appointment.

BUY-BACK OF SHARES

In a petition filed against the Company and its Board of Directors under Sections 397 and 398 of the Companies Act, 1956, in the Honble Company Law Board (CLB), the CLB vide its Order dated 12th March, 2009 has given the directions including to buy back the shares of the petitioners and their associates aggregating to 5794112 equity shares in the Company. The Order of the CLB has been complied with and the paid-up capital of the Company stands reduced to Rs. 4614.81 Lacs, comprising of 46148112 equity shares of Rs.10/- each, w.e.f. 9th June, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with

proper explanations relating to material departures. ii) 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) 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. iv) The Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance and the Management Discussion and Analysis Report are annexed separately and form part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 21 7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Secretary at the Registered Office of the Company.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company are listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The shares of your Company have been delisted from the Calcutta Stock Exchange Limited under SEBI (Delisting of Securities) Regulations, 2009, vide letter dated 21st May, 2010 issued by the Calcutta Stock Exchange Ltd. The Listing fees for the financial year 2010-11 have been paid.

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

As required under Section 21 7(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

GENERAL

The Notes forming part of the Accounts being self-explanatory, the comments made by the Auditors in their Report, are not being dealt with separately.

The Directors place on record their appreciation for the services rendered by the employees of the Company.

For and on behalf of the Board

Sd/- Place : New Delhi Narender Sapra

Date : 31st July, 2010 Whole Time Director

 
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