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Directors Report of Jainco Projects (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 24th Annual Report on the business and operations of your Company for the year ended 31st March, 2015.

Rs in thousands

Particulars 2014-15 2013-14

Total Revenue 663383.03 258865.70

Profit before Interest, Depreciation & Taxation 9077.52 6598.88

Interest 6587.38 4670.59

Depreciation 1036.70 823.44

Profit before tax 1453.44 1104.85

Less: Provision for Taxation 543.17 352.02

Profit after Tax 1007.07 775.79

Add: Balance Brought Forward 3317.12 2511.46

Statutory Reserve 829.28 627.87

Surplus carried to Balance Sheet 4146.40 3139.33

REVIEW OF OPERATION : During the year under review the Company has achieved an aggregate profit before depreciation, interest and tax of Rs. 90.77 lacs against Rs. 65.98 lacs in the year previous year 2014-15.

Net Sales increased by........................156.27 % to Rs. 6633.83 lacs

PBDIT increased by............................37.56 % to Rs. 90.77 lacs

Net Profit increased by.......................29.81 % to Rs.10.07 lacs

PROSPECT IN THE CURRENT YEAR : The Ready mix concrete business in India is still in its infancy. The gap between the organized and unorganized sector is quite wide. Some of the major cement manufacturers in India viz. ACC, Larsen & Toubro, Madras Cements and Grasim have ventured into Ready Mix Concrete. India today has a very high acceptability of ready mix and as many as around 40 cities currently are using it for several projects. Specifications by municipal corporations, public works and other Govt. bodies will play a big role in growth in the segment. BMC in Mumbai has already taken this up in the city for few years now and have specifications mentioned clearly in their tenders.

RMC is one of the ways for faster, efficient and quality construction systems. RMC is pretty much in demand in all the major cities of India for housing as well as infrastructure development sector. Further Government and Semi- Government Departments are also keen to use RMC for their up-coming Projects to reach the highest target level with lowest investment of time and money. During the year the Company received orders from big houses like L& T Construction, BIL Infratech Ltd, Srijan Projects, etc for supply of RMC.

DIVIDEND : The Board believes that it will be prudent for the company to conserve resources in view of future expansion programs in line for the coming year, which will enhance the profitability to a great extent. Hence, your directors are not recommending any dividend for the Financial Year 2014-15.

INSURANCE : The Assets of the Company including building, plant & machinery, etc are adequately insured for all its units.

INDEPENDENT DIRECTORS : The Board considered the appointment of woman director in the board as mentioned in terms of section 149(1) and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and presently Shri. S.M Gunecha, Shri Nilesh Chopra , & Smt Rekha Ckraborty are the Independent Directors of the Company.

BOARD EVALUATION : The Board considered the independence of each of the above mentioned Directors in terms of section 149 and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and was of the view that the directors fulfill the criteria of independence as mentioned in the above provisions . A structure of questionnaire was prepared after taking into consideration various aspects of Board's functioning .The performance evaluation of Independent Directors was carried out by the Independent directors and the Board of Directors expressed their satisfaction with the evaluation process.

STATUTORY AUDITORS : The Statutory Auditors of the Company M/s. Sarkar Gurumurthy & Associates, Chartered Accountants, were appointed for period of 5 years till 31st March'2019 and their appointed is ratified in the ensuing Annual General Meeting.

AUDITOR'S REPORT : The Board has duly examined the Statutory Auditors' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

FIXED DEPOSITS : The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under.

SHARE CAPITAL : During the year 2014-15 there was no further issue of share capital.

MANAGEMENT DISCUSSION AND ANALISIS REPORT : A detailed discussion of the industry structure as well as on the financial and operational performance is contained in the ' Management Discussion and Analysis Report'( Annexure - 1)

CORPORATE GOVERNANCE : Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report together with the certification from the company's auditors confirming the compliance of conditions on Corporate Governance is given in (Annexure-2).

Section 134(3)of the Companies Act ,2013 requires the Board report to include several additional contents and disclosures compared to the earlier Law. Most of them have accordingly been made in the Corporate Governance report at the appropriate places that forms an integral part of this report.

EXTRACT OF ANNUAL RETURN : The details forming part of the extract of the Annual Return in Form MGT- 9 is given in (Annexure- 3).

PARTICULARS OF EMPLOYEES : In terms of the provisions of section 197(12) of the Companies Act '2013 read with rule 5(1) to 5(3) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules,2014, the names and other particulars of the employees drawing remuneration in excess of the limits set out in the Rules are provided in the Annual Report. However , as per first proviso to section 136(1) of the said Act the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company . None of the employees asset out in the said Annexure is related to any Director of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY

(a) . Energy conversation measures taken: During the year external experts conducted an energy audit and the recommendations have been implemented.

(b) . Additional investments and proposals, if any , being implemented for reduction of consumption of energy: No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) . Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: the company has achieved marginal savings during 2014-15 due to the measures at (a) above.

B. RESEARCH & DEVLOPMENT (R&D)

No R & D activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company had no Foreign Exchange earnings and Outgo during the year under review.

SUBSIDIARY COMPANIES ANF CONSOLIDATED FINANCIAL STATEMENTS : In accordance with the Companies Act ,2013 the audited accounts and other particulars of Jainco Finance & Investment Limited shall be available for inspection at the registered office of the Company .The Consolidated Financial Statements as stipulated by Clause 32 of the Listing Agreement with the Stock Exchange have been prepared by the Company in accordance with the requirements of Accounting Standard 21 " Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The audited Consolidated Statements together with Auditors' Report thereon form part of the Annual Report.

SOCIAL COMMITMENT : Our driving objective is to improve living and working condition of our workforce, their dependents and society as well. There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve the issues that surface up.

ENVIRONMENTAL EFFORTS : Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations. The Company is quite alert in providing clean environment on a continuous basis.

SAFETY : The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at it units. The year under review continued to be NIL accident year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis; and

(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.

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.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS : The Company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year.

VOLUNTARY DELISTING OF EQUITY SHARES : The Company has applied for delisting of shares from Ahmedabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is under process.

ACKNOWLEDGEMENTS : The Board records its sincere appreciation for the valuable support extended by the Company's Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board

For JAINCO PROJECTS (INDIA) LIMITED

Place: Kolkata S. BHANSALI Dated: 30th May '2015 Director (DIN: 00361918)


Mar 31, 2014

Dear Members,

The Directors are pleased to present their 23rd Annual Report on the business and operations of your Company for the year ended 31st March, 2014

1 FINANCIAL RESULTS Year Ended Year Ended 31st March, 2014 31stMarch,2013 Rs In Lacs Rs. In Lacs

Profit/(Loss) before interest 65.99 61.43 and depreciation

Less: Interest 46.71 48.38

Depreciation 8.23 1.88

Profit/(Loss) beforetax. 11.05 11.17

Total Tax Expense (3.29) (4.16)

Net Profit/(Loss) aftertax. 7.76 7.01

REVIEW OF OPERATION

During the year under review the Company has achieved an aggregate profit before depreciation, interest and tax of Rs. 65.99 lacs against Rs.61.43 lacs in the year previous year 2012-13.

Net Sales increased by......................132.99% to Rs. 2555.98 lacs

PBDIT increased by..........................7.42% to Rs. 65.99 lacs

Net Profit increased by.....................10.70% to Rs.7.76 lacs

PROSPECT IN THE CURRENT YEAR

RMC is one of the ways for faster, efficient and quality construction systems. RMC is pretty much in demand in all the major cities of India for housing as well as infrastructure development sector. Further Government and Semi- Government Departments are also keen to use RMC for their up-coming Projects to reach the highest target level with lowest investment of time and money. During the year the Company received orders from big houses like L& T Construction, BIL Infratech Ltd, Srijan Projects,etc for supply of RMC.

DIVIDEND

Your directors have not declared any dividend for the year 2013-14 as it is considered financially prudent to invest the profits in the business of the company to build a strong reserve base and grow the business of the company.

INDEPENDENT DIRECTORS

Pursuant to section 149 of the Companies Act 2013 (new Act) read with the rules made there under, the Independent Directors shall hold office for a period upto 5 consecutive years and shall not liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of 5 years each. In terms of the revised clause 49 of the listing agreement which will be applicable from 01st October ''2014, presently Shri. S.M Gunecha & Shri. Prabir Middey are the Independent Directors of the Company.

The Board considered the independence of each of the above mentioned Directors in terms of section 149 and schedule IV to the Companies Act 2013 and clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills experience and knowledge. The Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of ensuing Annual General meeting of the Company.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s. Sarkar Gurumurthy & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommended M/s. Sarkar Gurumurthy & Associates, as Statutory Auditors of the Company to hold the office from the conclusion of the Annual General Meeting of the members'' of the Company for the year ended March 31, 2014, until the conclusion of the Annual General Meeting of the Members'' of the Company to be held for the year ended March 31, 2019, (five consecutive years) for shareholders'' approval. As required under the provisions of section 139(1) of the Companies Act 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re- appointed to the effect that re - appointment, if made, would be in conformity with the limits specified in the said section.

AUDITOR''S REPORT

The Board has duly examined the Statutory Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Company has adopted the best corporate governance norms and it has been our endeavor to comply and upgrade to the changing norms .A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding the compliance of the conditions as stipulated under clause49 of the Listing Agreement(s) with the Stock Exchanges(s) form part of the Annual Report as Annexure B.

In terms of sub- clause(v) of the Clause 49 of the Listing Agreement, a certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal audit control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

PARTICULARS OF EMPLOYEE:

Information pursuant to section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, forms part of this Report. Any Member interested may obtain a copy of the statement from the Company.

ENERGY CONSEVATIION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details as prescribed under Sub- Section (1)(e) of the Section 217 of the Companies Act ,1956, read with ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure A to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act 1956 your Directors confirm that:

A. in the preparation of the annual accounts all applicable accounting standards had been followed. There are no material departures from prescribed accounting standards.

B. 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 2013-14 and of the profit of the Company for that period;

C. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions this Act , for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. We have prepared the annual accounts on a ''going concern'' basis.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Ahmedabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is under process.

ACKNOWLEDGEMENTS

The Board records its sincere appreciation for the valuable support extended by the Company''s Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / dealers / sub-dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board

Place: Kolkata Sumit Bhansali Dated: 31st May 2014 Managing Director


Mar 31, 2011

DIRECTORS' REPORT TO THE MEMBERS:

The Directors are pleased to present their report on the business and operations of your Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS Year Ended Year Ended 31st March, 2011 31st March, 2010 Rs. In lakh Rs. In lakh

Profit / (Loss) before interest 29.35 30.80 and depreciation

Less: Interest and Depreciation 17.99 27.95

Profit / (Loss) before tax. 11.36 2.85

Provision for tax:

Current Tax (3.47) (5.35)

Deferred Tax for Current year 0.15 0.10

Net Profit / (Loss) after tax. 8.04 (2.60)

REVIEW OF OPERATION

During the year under review the Company has achieved sales to the tune of Rs. 3798.46 lakhs against Rs. 2864.33 lakhs in the previous year. However this marginal improvement is not at par with our expectation because of many unforeseen reasons. The major amongst which was increase of stiff competition in the market.

PROSPECT IN THE CURRENT YEAR

During the course of current financial year, your Board has made strategic business plan to upgrade the performance of the Company and accordingly it is expected that the current year will show better results. The Management has also taken some positive steps in this regard to achieve the desired result. However, your Board of Director has been considering launching few diversified activities keeping in view the basic objectives of the Company, which may improve the state of affairs in course of time.

DIVIDEND

The Board did not recommend any dividend for the Financial Year 2010-2011 in view of inadequate profit earned by your Company.

MANAGEMENT DISCUSSION AND ANALYSIS

a. INDUSTRY STRUCTURE & DEVELOPMENTS

Industries in the Construction Sector are principally dependent on Government's initiative for expanding necessary infrastructure facilities. With the development of Modern Technology coupled with Industrial Growth, the requirement has been multiplied and accordingly the Company has to rise on the occasion even in the face of stiff competition. Therefore the Company has to give importance for maintaining suitable combination of technical know how to reap the advantages of the growing market condition in the Construction Sector.

b. OPPORTUNITIES AND THREAT

There has been a radical change in global economies particularly in the developing countries like India which has raised hope for excellent business opportunities as a whole.

The major threats are higher cost of various inputs, higher transportation cost including increase in fixed cost from time to time. The strategies are constantly re-worked to minimize adverse implications, if any.

c. OUTLOOK

In view of the undergoing economic reforms the prospect of the Industry seems certain. The Management of the Company has been keeping close watch to take this opportunity even at the risk of more investment in this respect.

d. MANAGEMENT OF RISK & CONCERNS

The Management has taken steps to keep its position intact in the market which is predominated with stiff competition. Close and constant contact is being maintained with all the current customers and all efforts are being made for developing new.

e. INTERNAL CONTROL SYSTEMS & ADEQUACY

The Company has its own independent Internal Control Systems which is commensurate with the size of the Company and it is periodically reviewed to confirm adequacy of the system.

f. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCES

A critical appraisal is made by the Audit Committee before drawing Quarterly Statement of Accounts and the Board also reviewed the same on each occasion.

g. INDUSTRIAL RELATIONS

The Management takes sufficient care in maintaining good relations with the employees of the Company.

h. CAUTIONARY STATEMENT

The foregoing discussion and analysis may differ with actual achievements due to any change in key factors of the economy which is beyond the control of the Management.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Compliance certificate duly signed by the Auditors of the Company, forming part of this report, is annexed with this report.

The Auditor's Certificate and the Corporate Governance Report on compliance with Clause 49 are self explanatory and do not require further elucidation.

DE-LISTING OF EQUITY SHARES

Your Company has initiated necessary action to delist it's Equity Shares from the Ahmedabad and Jaipur Stock Exchanges pursuant to the resolution passed at the Sixth Annual General Meeting of the Company held on 27th September, 2001 and the same is still under process.

However the Shares of your Company will continue to be listed in the Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.

DEPOSITS

During the year the Company did not accept any Deposits as per the provisions of Section-58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT

None of the employees of the Company is drawing remuneration exceeding prescribed limit specified under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

However your Board declares that the Company has neither any Foreign Exchange earnings nor any Outgo during the year under review.

DIRECTORS

Shri S.M.Gunecha retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

AUDITORS AND AUDITOR'S REPORT

Your Directors have no comments on the Auditor's Report since the Report itself is self explanatory. It is stated that M/s. Sarkar Gurumurthy & Associates will retire at the conclusion of this Annual General Meeting and being eligible as per Section 224B of the Companies Act, 1956, they have expressed their willingness for re-appointment

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that:

A. in the preparation of the annual accounts , the applicable accounting standards have been followed;

B. the Directors had 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 the profit and loss account of the Company.

C. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. The Directors have prepared the annual accounts on a going concern basis.

SOCIAL COMMITMENT

In discharge of its social obligations, your Company regularly contributes to trusts formed for charitable purposes.

SUBSIDIARY

It is reported that the Company has no Subsidiary within the meaning of Section 4 of the Companies Act, 1956.

APPRECIATION

Your Board records its sincere appreciation for the valuable support extended by the Company's Bankers, Financial Institutions and the Government Agencies. Your Board also wishes to thank all its customers and all those associated with the Company. Your Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board

Mr. S.K. Bhansali Chairman

Kolkata

Date: 31ST May 2011


Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

PERFORMANCE IN FINANCIAL TERMS

Year Ended Year Ended 31st March, 2010 31st March, 2009 Rs. In lakh Rs. In lakh

Profit / ( Loss ) before interest 30.80 17. 61 and depreciation

Less Interest and Depreciation 27.95 12.52

Profit / ( Loss ) before tax. 2.85 5.09

Less Provision for tax:

Current Tax 5.35 2.14

Deferred Tax for

Current year .096 NIL

Adjustment for .0.19 NIL

prior period Fringe Benefit Tax NIL 0.32

---- ----

Net Profit / (Loss } after tax. (2.60) 2.63

Add Balance brought forward from last year. 2.97 0.34

Balance of Profit / (Loss) Carried to the Balance sheet. 0.37 2.97

REVIEW OF OPERATION

During the year under review the Company has achieved sales to the tune of Rs. 2864.33/-lakhs against Rs.965.09/- lakhs in the previous year. However this marginal improvement is not at par with our expectation because of many unforeseen reasons. The major amongst which were increase in both fixed and variable costs in one hand and also stiff competition in the market.

PROSPECT IN THE CURRENT YEAR

During the course of current financial year, your Board has made strategic business plan to upgrade the performance of the Company and accordingly it is expected that the current year will show better results. The Management has also taken some positive steps in this regard to achieve the desired result. However, your Board of Director has been considering launching few diversified activities keeping in view the basic objectives of the Company, which may improve the state of affairs in course of time.

DIVIDEND

The Board did not recommend any dividend for the Financial Year 2009-2010 in view of inadequate profit earned by your Company.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm that:

A. in the preparation of the annual accounts all applicable accounting standards had been followed along with proper explanation relating to material departures.

B. the Directors had selected such accounting policies and applied them consisting 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 the profit or loss of the Company.

C. the Directors had 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 had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT.

In accordance with the requirement of revised Clause 49 of the Listing Agreement, your Board of Directors has laid down and adopted the Code of Conduct for all its Members and Senior Management Personnel of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS.

Pursuant to Clause 49 of the Listing Agreement a separate report on Management Discussion and Analysis, forming part of this Annual Report, is attached.

CORPORATE GOVERNANCE.

A separate report on Corporate Governance along with the Compliance certificate duly signed by the Auditors of the Company, forming part of this report, is annexed with this report. The Auditors Certificate and the Corporate Governance Report on compliance with Clause 49 are self explanatory and do not require further elucidation.

DE-LISTING OF EQUITY SHARES

Your Company has initiated necessary action to delist its Equity Shares from the Ahmedabad and Jaipur Stock Exchanges pursuant to the resolution passed at the Sixth Annual General Meeting of the Company held on 27th September, 2001 and the same is still under process.

However the Shares of your Company will continue to be listed in the Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT.

None of the employees of the Company is drawing remuneration exceeding prescribed limit specified under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the rules made thereof.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

The disclosure, as required under the provisions of Section 217(1) (e) of the Companies Act, 1956, your Company does not come under the purview of this section.

However your Board declares that the Company has neither any Foreign Exchange earnings nor any Outgo during the year under review.

DIRECTORS

Shri Sushil Kumar Bhansali retires at this Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS AND AUDITORS REPORT

Your Directors have no comments on the Auditors Report since the Report itself is self explanatory. It is stated that M/s. Sarkar Gurumurthy & Associates will retire at the conclusion of this Annual General Meeting and being eligible as per Section 224B of the Companies Act, 1956, they have expressed their willingness for re-appointment

ADEQUACY OF INTERNAL CONTROLS.

Your Company has installed adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and Management reviews with documented policies and procedures.

SUBSIDIARY

It is reported that the Company has no Subsidiary within the meaning of Section 4 of the Companies Act, 1956.

APPRECIATION

Your Board records its sincere appreciation for the valuable support extended by the Companys Bankers, Financial Institutions and the Government Agencies. Your Board also wishes to thank all its customers / dealers / sub-dealers and all those associated with the Company. Your Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board

Kolkata Mr. S.K. Bhansali

Date: 31ST May 2010 Chairman


Mar 31, 2009

The Directors have pleasure in presenting the Eighteenth Annual Report and the Audited Statement of Accounts of the Company tor the year ended 31st March, 2009.

PERFORMANCE IN FINANCIAL TERMS

Year Ended Year Ended

31st March. 2009 31stMarch. 2008

Rs. In lakh Rs. Inlakh.

Proft/ (Loss) before interest 17.61 1157

and depreciation

Less Interest and Depreciation 12.52 1021

Profit/(Loss) before tax. 5.09 1.36

Less Provision fortax:

Current Tax 214 0.92

Deferred Tax.for

current year NIL NIL

Adjustment for NIL 0.01

prior period Fringe Benefit Tax 0.32 0.07

NetProfit/(Loss}aflertax. 2.63 0.36

Add Balance brought forward

from last year. 0.34 (0.02)

Balance of Profit/ (Loss)

Gsmed to the Balance sheet 2.97 0.34

REVIEW OF OPERATION

During the year under review the Company

the previous year. However this marginal improvement is not at par with our expectation because of many unforeseen reasons. The major amongst which were increase in both fixed and variable costs in ore lend and also stiff competition in the market

PROSPECT IN THECURRENT YEAR

During the course of current financial year, your Boaid has made strategic business plan to upgrade the perfomance the Company and accordingly it is expected that the current year will show better results. The Management has also taken some positive steps in this regard to achieve the desired result However, your Board of Director has been considering launching few diversified activities keeping in view the basic objectives of the Company, which may improve the state of affairs in course of time.

DIVIDEND

The Board did not recommend any dividend for the Financial Year 2008-2009 in view of inadequate profit earned by yourCompany.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that

A. in the preparation of the annual accounts all applicable accounting standards had been followed along with proper explanation relating to material departures.

B. the Directors had selected such accounting policies and applied them consisting 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 the profit or loss of the Company.

C. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records

with the provisions of this Act for safeguarding the assets cf the Company and for preventing and detecting fraud and other irregularities.

D. The Directors had prepared The annual accounts on a going

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGE MENT.

In accordance with the requirement of revised Clause 49 of the Listing Agreement, your Board of Directors has laid down and adopted the Code of Conduct for al l its Members and Senior Management Personnel of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS.

Pursuant to Clause 49 of the Listing Agreement a separate report on Management Discussion and Analysis, forming part of this Annual Report, is attached

CORPORATE GOVERNANCE.

A separate report on Corporate Governance along with the Compliance certificate duly signed by the Auditors of the Company, forming part of this report, is annexed with this report The Auditors Certificate and the Corporate Governance Report on compliance with Clause 49 are self explanatory and do not require further elucidation.

DE-LISTING OF EQUITY SHARES

Your Company has initiated necessary action to delist if s Equity Shares from the Ahmedabad and Jaipur Stock Exchanges pursuant to the resolution passed at the Sixth Annual General Meeting of the Company held on 27th September, 2001 and the same is still under process.

However the Shares of your Company will continue to be listed in the Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 QA) OF THE COMPANIES ACT.

None of the employees of the Company is drawing remuneration exceeding prescribed limit specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the rules made thereof.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

The disclosure, as required under the provisions of Section 217(1) (e) of the Companies Act, 1956, your Company does not come under the purview of this section.

However your Board declares that the Company has neither any Foreign Exchange earnings nor any Outgo during the year under review.

DIRECTORS

Shri AX. BA1D retires at this Annual General Meeting and being eligible offer himself for re-appointment

AUDITORS AND AUDITORS REPORT

Your Directors have no comments on the Auditors Report since the Report itself is self explanatory. It is stated that M/s. Sarkar Gurumurthy & Associates will retire at the conclusion of this Annual General Meeting and being eligible as per Section 224B of the Companies Act, 1956, they have expressed their willingness for re-appointment

ADEQUACY OF INTERNAL CONTROLS.

Your Company has installed adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and Management reviews with documented policies and procedures.

SUBSIDIARY

It is reported that the Company has no Subsidiary within the meaning of Section 4 of the Companies Act, 1956.

APPRECIATION

Your Board records its sincere appreciation for the valuable support extended by the Companys Bankers, Financial Institutions and the Government Agencies. Your Board also wishes to thank all its customers / dealers / sub-dealers and all those associated with the Company. Your Board further conveys condial thanks to all te employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

For and on behalf of the Board

Kolkata Ms. K.Saraswati

Date: 30th June, 2009. Director


Mar 31, 2003

The Directors present herewith your Companys Twelveth Annual Report together with the Audited Accounts for the year ended 31st March, 2003.

FINANCIAL RESULTS

(Rs. in lakhs)

31st 31st March March 2003 2002

Gross Income 207.37 42.39

Total Expenditure 206.98 42.18

Gross Profit/(Loss) before taxation 0.39 0.21

Deferred Tax 12.15 —

Profit/(Loss) after tax 12.54 0.21

Balance as per Previous year (8.52) (8.73)

Balance available for Appropriation 4.02 (8.52)

Appropriations — —

Profit/(Loss) carried forward to the following year 4.02 (8.52)

Paid-Up Equity Share Capital 400.00 399.66

OPERATIONS

During the period under review there was sharp decline in prices of shares, general slowdown in Economic activity and depressed demand, Directors of your Company could register only a marginal profit

DIVIDEND

Due to carried forward lossess your directors express their inability to recommend any dividend in respect of Equity Shares during the period under review.

FUTURE PROSPECTUS

Your Directors are in process to explore new areas so as to improve working and the results can be seen in the ensuing years.

DIRECTORS

Mr. S. M. Gunecha retires at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS

Messers P. Sarkar & Associates, Chartered Accountants, the Auditors of your Company will retire at the conclusion of this Annual General Meeting. They have communicated their willingness to accept re-appointment and have further confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PERSONNEL

None of the employee of the Company is drawing remuneration exceeding the limits specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSIT

Your Company has not accepted any Deposit/s within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereof.

RESPONSIBILITY STATEMENT The Directors confirms -

1. That in the preparation of annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgements and

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

3. That the directors had taken proper and sufficient care for 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.

4. That the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Director are fully committed to implement the respecting clause 49 of the listing Agreement when it becomes applicable.

SUBSIDIARY

The Company does not have any subsidiary within the meaning of sec-4 of the Companies Act, 1956.

AUDITORS REPORT

With reference to the observations made by the Auditors in their report, the directors are to state that the notes submitted by the Board as contemplated under section 217(3) of the Companies Act, 1956, forming part of Companys Accounts are self explanatory and therefore do not call for any further clarification.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The requirement of disclosure, in terms of Section 217(1)(e) of the Companies Act, 1956, of the steps taken as regards conservation of energy and technology absorption does not apply to your company. Your Company does not have any Foreign Exchange Earnings or Outgo during the year under review.

APPRECIATION

Your Board would like to place on records its sincere appreciation for the wholehearted support and contribution made by all its employees of the company as also its shareholders, Bankers, contractors and State Governments and all other business associates.

For and on Behalf of the Board ANIL SHARMA Executive Director

REGISTERED OFFICE : 2.Clive Ghat Street. 4th Floor, Unit No.4A. Kolkata - 70001

Date : 30th June, 2003

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