Directors Report of Jauss Polymers Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting this 28th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31,2015.

ECONOMIC SCENARIO

The global economic environment in recent years has been challenging which coupled with slowing growth in some of the leading global economies has impacted currencies all over the world. However, despite unpredictable headwinds, the global economic recovery seems to be gaining momentum. Specifically, the recovery in the United States was stronger than expected, which provided momentum for the global economic recovery

After a tepid start by India's economy in FY 2014-15, there was a shift to positive sentiments led by commitments from the newly elected Government at the Centre. FY 2014-15 was indeed a year of transformation and optimism for the Indian economy. The new government has ushered in an era of hope and development, and a vision to create a robust economy for India. An initiative that has particularly galvanized the entire country is 'Make in India' led by our Hon'ble Prime Minister.

This campaign is designed to transform India into a global manufacturing hub. India's economy is in the midst of recovery with lower fiscal and current account deficit and structural reforms to boost investments. The Indian economy is expected to grow @ 7.5% in 2015-16 (as per the World Bank) and is expected to reach around 8% by 2017. While the various steps are being taken to de-clog the growth, it is expected that the government's reform agenda will spur economic growth and increase business sentiment this fiscal year.

FINANCIAL DATA

( Amount in Rs. )

FINANCIAL RESULTS 2014-15 2013-14 (Rs. In Lacs) (Rs. In Lacs)

Sales / Other Income 2262.86 1241.69

Gross Profit before interest, depreciation prior Period income and expenditure 285.14 200.69

and impairment Loss and excess provision written back

Interest 26.13 35.22

Depreciation 105.67 68.26

Profit / (Loss) before prior period adjustment, exceptional items and Tax 153.34 97.47

Exceptional items # 125.00 75.03

Provision for Taxation 56.00 36.58

Provision for deferred Tax 2.53 2.95

Profit / (Loss) after Tax 224.87 132.97

Prior Period Expenses 40.55 0

Net Profit 184.32 132.97

TRANSFER TO RESERVES

Your Company proposes not to transfer any amount to the General Reserve. The Company proposes to retain Rs. 18.434 lac in the Profit and Loss account.

DIVIDEND

Your Board has deferred for the time being, the decision to recommend any Dividend for the Financial Year 2014-15.

MATERIAL CHANGES AND COMMITMENTS

Your Company has received a Public Announcement dated May 6, 2015 from D & A Financial Services (P) Limited ("Manager to the Offer") on behalf of M/s Innovative Tech Pack Limited and Mr. Ketineni Sayaji Rao ("Acquirer") to the shareholders of the Company to acquire 12,02,650 equity shares of face value Rs. 10/- each constituting 26% of Issued and Subscribed Capital and Voting Capital of the Target Company, which is your Company, in accordance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations ("SAST Regulations"). This Public Announcement was made pursuant to and in compliance with Regulations 13 (1) and 15(1) of the SAST Regulations. The Copy of Public Announcement is available on the website of Stock exchanges (BSE Ltd and National Stock Exchange of India Limited).

Further, on May 13, 2015, the Company has received a copy of the Detailed Public Statement (DPS) dated May 13, 2015 and on May 19, 2015, the Company has received the Draft Letter of Offer dated May 19, 2015 from M/s Innovative Tech Pack Limited and Mr. Ketineni Sayaji Rao ("Acquirer"). However, the said Open Offer does not affect the financial position of your Company during the financial year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or an associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 ("Act") respectively, as on March 31,2015.

DIRECTORS

Your Board placed on record its appreciation for the contributions made by Mr. Arun Ram Gopal Mehra during his tenure as director of the Company, who resigned on February 15, 2015 due to some personal reasons.

Ms. Rajani Shirish Ladda was appointed as an Independent Women Additional Director with effect from February 14, 2015 and holds office upto date of forthcoming Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 along with the requisite deposit from a member proposing the appointment of Ms. Rajani Shirish Ladda as a Director of the Company. Accordingly, a resolution is included in the Notice of the forthcoming 28th Annual General Meeting of the Company for seeking approval of members for his appointment as a Independent Women Director of the Company to hold office for a term upto five consecutive years commencing from September 29, 2015. The Independent Directors of the Company, that are Mr. Krishnaswamy Mohanraj Madurai, Ms. Rajani Shirish Ladda have submitted their Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they continue to meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

Ms. Ketineni Suchita Rao was appointed as an Additional Director with effect from August 14, 2015 and holds office upto date of forthcoming Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 along with the requisite deposit from a member proposing the appointment of Ms. Ketineni Suchita Rao as a Director of the Company. Accordingly, a resolution is included in the Notice of the forthcoming 28th Annual General Meeting of the Company for seeking approval of members for his appointment as a Director of the Company.

Mr. Ketineni Satish Rao was appointed as an Additional Director with effect from August 14, 2015 and holds office upto date of forthcoming Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 along with the requisite deposit from a member proposing the appointment of Mr. Ketineni Satish Rao as a Director of the Company. Accordingly, a resolution is included in the Notice of the forthcoming 28th Annual General Meeting of the Company for seeking approval of members for his appointment as a Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your directors 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 the

Companies Act, 2013 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;

(e) the directors had 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.

KEY MANAGERIAL PERSONNEL

The following persons are Whole-Time Key Managerial Personnel ('KMP') of the Company in terms of provisions of Section 203 of the Companies Act, 2013:

a. Mr. Ketineni Sayaji Rao - Chairman and Director

b. Mr. Narayan Kumar Mishra - Chief Financial Officer

c. Mr. Abha Garg - Company Secretary NUMBER OF BOARD MEETINGS

Ten meetings of the Board of Directors of your Company were held during the year under review.

EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"), the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the diversity of the Board, effectiveness of the board processes, information and functioning etc.

The performances of the committees were evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of the committee meetings etc. The performance of the individual directors was reviewed on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The performances of non-independent directors, Board as a whole and of the Chairman were evaluated in a separate meeting of Independent Directors after taking into account the views of executive directors and non-executive directors.

INTERNAL FINANCIAL CONTROL

The Company has in place an established internal control system to ensure proper recording of financial &operational information, compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

STATUTORY AUDITORS

M/s. BGJC & Associates, Chartered Accountants (Firm Registration No. 003304N) are proposed to be appointed as the Statutory Auditors of the Company in the insuing 28th Annual General Meeting of the Company to be held on September 29, 2014, to hold the office till the conclusion of 33rd Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

DIRECTORS' VIEW ON AUDITORS' OBSERVATIONS

Management response to the observations of the auditors is explained wherever necessary through appropriate notes to the Accounts is reproduced hereunder in compliance with the relevant legal provisions.

FIXED DEPOSITS

No disclosure or reporting is required in respect of deposits covered under Chapter V of the Companies Act, 2013, as there were no transactions in respect of the same during the year under review.

RISK MANAGEMENT

There is a continuous process of identifying / managing risks through a Risk Management Process. The measures used in managing the risks are also reviewed. The risks identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk & foreign currency related risks. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, measures were taken for minimization of risks and the Board was informed from time to time. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Krishnaswamy Mohanraj Madurai, Chairman, Ms. Rajani Shirish Ladda, Mr. Ketineni Sayaji Rao as members. The Board of Directors of your Company has revised its terms of reference to make it in line with the requirements of Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement.

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

The information relating to conservation of energy, technology absorption and 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 enclosed as Annexure - A, and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B1 and forms part of this report. A statement showing details pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - B2 and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

The Company has not made any investments in securities of other body corporate(s) during the financial year 2014-15 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are in ordinary course of business and at arm's length, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

The prescribed Form AOC-2 is enclosed as Annexure - C, and forms part of this Report. Your directors draw attention of members to Note 41 to the standalone financial statements which sets out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of Extract of Annual Return in prescribed form MGT-9 is enclosed as Annexure - D and forms part of this Report.

SECRETARIAL AUDIT

The Board has appointed M/s B.S. Goyal & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is enclosed herewith as Annexure - E and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

CORPORATE GOVERNANCE

As per Clause 49 of the listing agreements entered into with the stock exchanges, Corporate Governance Report along with Auditors' certificate thereon and Management Discussion and Analysis Report are enclosed, and form part of this report.

DISCLOSURE REQUIREMENTS

1. Policy on materiality of related party transactions and dealing with related party transactions is available on the website of the Company.

2. The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is avaliable on Company's website www.jausspolymers.com. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreements with stock exchanges.

3. The Company's Remuneration Policy is enclosed as Annexure - F and forms part of this Report.

4. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. During the year under review, there were no cases reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, Financial Institutions and Banks for the faith reposed in the Company and its management.

The Directors place on record their deep appreciation of the dedication and commitment of your Company's employees at all levels and look forward to their continued support in the future as well.

For on behalf of the Board Sd/- Ketineni Sayaji Rao Place : New Delhi Chairman and Director Date : 03.09.2015 (DIN.: 01045817

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Mar 31, 2014

Dear Members,

The Directors'' are delighted to present 27th Annual Report on the business & operations of the Company together with the Audited Financial Statements & Accounts for the period ended 31st March, 2014.

(Amount in Rs.) Particulars 2013-14 2012-13 (9 Months) (12 Months)

Net Sales & Other Income 12,41,69,211 10,94,52,749

Exceptional Income 75,03,490 15,55,7,706

Profit before Interest, Depreciation & Tax 20,094,701 1,07,29,284

Financial Charges 35,21,854 30,23,920

Depreciation & Amortisation 68,26,251 72,67,520

Profit before Tax 17,250,086 1,59,95,550

Tax Expenses 39,52,650 58,53,890

Net Profit after Tax 13,297,436 1,01,41,660

Earning per equity share 2.87 2.19

2. PERFORMANCE & OPERATION

The sound performance of your Company is manifested in the net profit posted for the period under review. During the period ended on 31st March, 2014 the net revenue of the Company is 1241.69 Lacs (Annualized Rs. 1655 Lacs, Representing the growth of 54%) as against Rs. 1094.52 Lacs in the previous year. You will appreciate the fact that your Company is growth driven which is reflected through its consistent performance over a long period of time despite growing complexities in the industry and global economies. Your Company has continued to strive towards better performance and continuously looking for new avenues for future growth of the Company.

We glad to inform you that the company has added its customer such as Dabur, S C Jhoson, Patanjali and many more. This will substantially improve the growth the top as well as bottom line. Further it has modernised its plant by adding new equipment, renovating old equipment.

Keeping in view the aggressive growth strategy of the Company and the growing needs for funds, the Board of Directors of your Company have decided to plough back the profit and thus, not recommended any dividend for the financial year under review.

3. FUTURE OUTLOOK

The use of the PET in India is continuously increasing in the packaging market and most of the segments are growing steadily. It is estimated that the PET market will double by itself within the next 3 to 4 years. Accordingly your company can reasonably be sure that it will be able to maintain its operational performance at current levels and at the same time the Company''s focus is aimed towards, increase in production and maintain the market share, will continue. Further the company has a lot of potential to develop and manufacture international standard quality of PET Jars. To achieve greater operational efficiency, saving in cost and to exploit the inherent strength of the existing infrastructure, various measures have been introduced.

4. INSURANCE

All the Properties of the Company including its buildings Plant & Machinery and stocks are adequately insured.

5. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Arun Ramgopal Mehra, Director who will be retiring by rotation, being eligible offers himself for re-appointment.

The Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting alongwith his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 27th Annual General Meeting.

None of the Directors of the Company is disqualified as per provisions of Section 164 of the Companies Act, 2013. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6. CORPORATE GOVERNANCE REPORT

Your Directors reaffirms their continued commitment to good Corporate Governance practices. Your Company adheres to all major stipulations laid down in this regard, as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges which relates to Corporate Governance. Report on Corporate Governance along with the Certificate from the Practicing Company Secretary M/s Suresh Kumar & Associates certifying the due compliance with the said requirements, forms the part of this report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time, your directors hereby confirm:

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

iii) 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. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the directors had prepared the accounts on a going concern basis.

8. FIXED DEPOSITS

During the period under review the Company has not accepted / renewed any Fixed Deposits.

9. LISTING ON STOCK EXCHANGE

The Companies Share continues to be listed on Bombay Stock Exchange and the Annual Listing Fees has been paid uptill 2014-15. Your Company initiated necessary action to delist its equity shares from the Ludhiana, Delhi, Jaipur and Kolkata Stock Exchanges pursuant to the Special Resolution passed at the Annual General Meeting held on 30.09.2004 and the same is still under consideration by them.

10. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all assets of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. The performance is regularly reviewed by the Board of Directors and the Audit Committee to ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

11. AUDITORS

The auditor, BGJC & Associates, Chartered Accountants, retire at the ensuring AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

12. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

13. CEO/CFO CERTIFICATE

As required by the Clause 49 of the Listing Agreement, the CEO/CFO certificate on the accounts is attached and forms part of the Annual Report.

14. CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standard (AS-3) issued by the Ministry of Corporate Affairs also forms the part of this report.

15. PERSONNEL

The industrial relations scenario continued to be stable during the year under review. The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS Rs. Nil (P.Y. Rs. Nil) AND OUT-GO. Rs. Nil/- (P.Y. Rs. Nil)

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

17. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

This is to confirm that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed their compliances with the Code of Conduct laid down by the Board of Directors of the Company as on 31st March, 2014.

This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirement s of Clause 49(1)(D) of the Listing Agreement entered into with the Stock Exchanges.

18. APPRECIATION

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders, financial institutions and bankers of the company. The Board also wishes to express their deep appreciation of the dedicated services of the officers, staff and workers of the company.

For & on behalf of the Board of Directors Jauss Polymers Limited

Sd/- Place : New Delhi Upendra Datt Tripathi Date : 05.09.2014 (Managing Director)

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Jun 30, 2013

TO THE MEMBERs of JAUSS POLYMERS LIMITED,

The Directors'' are delighted to present 26th Annual Report on the business & operations of the Company together with the Audited Financial Statements & Accounts for the year ended 30th June, 2013.

( Amount in Rs. )

Particulars 2012-13 2011-12

Net Sales & Other Income 10,94,52,749 4,15,38,354

Profit before Interest, Depreciation & Tax 1,07,29,284 56,86,635

Financial Charges 30,23,920 5,25,710

Depreciation & Amortization 72,67,520 57,42,374

Profit before Tax 4,37,844 (5,81,449)

Exceptional Income 15,55,7,706 23,09,827

Tax Expenses 58,53,890 NIL

Net Profit after Tax 1,01,41,660 17,28,378

Earning per equity share 2.19 0.43

2. PERFORMANCE & OPERATION

During the year ended on 30th June, 2013 the net revenue of the Company is Rs. 1094.53 Lacs as against Rs. 415.38 Lacs in the previous year which depicts a growth of 163%. However, the profit has not increased substantially as the company has invested heavily on repairs & maintenance of old machineries and incurred substantial expenditure on business promotion which will yield the results in the year to come.

Keeping in view the aggressive growth strategy of the Company and the growing needs for funds, the Board of Directors of your Company have decided to plough back the profit and thus, not recommended any dividend for the financial year under review.

3. FUTURE OUTLOOK:

The use of the PET in India is continuously increasing in the packaging market and most of the segments are growing steadily. It is estimated that the PET market will double by itself within the next 4 to 5 years. Moreover, we have entered into strategic tie-ups and consequently we have been able to develop various high profile customers such as Dabur India Ltd, Patanjali Ayurvedic, S.C Johnson in addition to our existing business with Wrigleys. The company expects the turnover to be around Rs. 15 cr this year and with a bottom line of around Rs. 1.5 cr. Hence your company is in the process of complete turnaround to a vibrant, and financially healthy company which will be a name to be reckoned with in the PET industry.

4. INSURANCE

All the Properties of the Company including its buildings Plant & Machinery and stocks are adequately insured.

5. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Kamal Singh Mehra, Director who will be retiring by rotation, being eligible offers himself for re- appointment.

The Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting along with his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 26th Annual General Meeting.

None of the Directors of the Company is disqualified as per provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. CORPORATE GOVERNANCE REPORT

Your Directors reaffirms their continued commitment to good Corporate Governance practices. Your Company adheres to all major stipulations laid down in this regard, as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges which relates to Corporate Governance. Report on Corporate Governance along with the Certificate from the Practicing Company Secretary M/s Suresh Kumar & Associates. certifying the due compliance with the said requirements, forms the part of this report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

iii) 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. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

8. FIXED DEPOSITS

During the period under review the Company has not accepted / renewed any Fixed Deposits within the meaning of Section 58A of the Companies Act,1956.

9. LISTING ON STOCK EXCHANGE

The Companies Share continues to be listed on Mumbai Stock Exchange and the Annual Listing Fees has been paid up till 2013-14. Your Company initiated necessary action to delist its equity shares from the Ludhiana, Delhi, Jaipur and Kolkata Stock Exchanges pursuant to the Special Resolution passed at the Annual General Meeting held on 30.09.2004 and the same is still under consideration by them.

10. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all assets of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. The performance is regularly reviewed by the Board of Directors and the Audit Committee to ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

11. DIRECTORS'' COMMENT ON AUDITOR QUALIFICATIONS.

1. The company has written off a sum of Rs. 3.6 cr given as an advance to a party for acquisition of land & construction of building. However, the contractor has defaulted according to the terms of contract by not meeting its commitment and the very amount seem to be unrecoverable being unsecured. Hence as a conservative measure the amount was written off. Nevertheless, we are taking all possible measures to recover the amount and we are pleased to inform you that due to effective measures taken , the company has been able to recover a sum of Rs. 1 cr from them which is a post balance sheet event. Further sustained efforts are being made to recover the balance also.

2. The company on the basis of technical evaluation, has amended its method of depreciation and changed from Straight Line Method to a faster Written Down Value Method right from the inception. Consequently, the fixed assets are now presented at its realistic and more conservative value so that accurate position of the company is presented to all stake holders.

3. The balances with all the parties have been reconciled since and there is no major difference with any party.

12. AUDITORS

In compliance with the provision of mandatory rotation of statutory auditor under Companies Act, 2013, M/s BGJC & Co., Chartered Accountants, has been appointed as the Auditors of the Company in place of M/s V.K. Dhingra & Co. To hold office of Auditors until conclusion of the next Annual General Meeting of the Company. The necessary certificate as required has been received from the above named auditors.

13. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

15. CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standard (AS-3) issued by the Ministry of Corporate Affairs also forms the part of this report.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review. The Company has been taking various initiatives for the HR development and this continues in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS.

NIL

18. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

This is to confirm that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed their compliances with the Code of Conduct laid down by the Board of Directors of the Company as on 30th June, 2013.

This Certificate is Being Given in Compliance with the Requirements of Clause 49(1)(D) of the Listing Agreement entered into with the Stock Exchanges.

19. APPRECIATION

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders, financial institutions and bankers of the company. The Board also wishes to express their deep appreciation of the dedicated services of the officers, staff and workers of the company.

For & on behalf of the Board of Directors

Jauss Polymers Limited

Sd/-

Place : New Delhi Upendra Datt Tripathi

Date : 29.11.2013 (Managing Director)

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Jun 30, 2011

TO THE MEMBERs of JAUSS POLYMERS LIMITED.

The directors hereby present the 23RD Annual Report together with the Audited Accounts of the company for the Period of Fifteen Months ended on 30.06.11.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs) PARTICULARS 30.06.2011 31.03.2010 (CURRENT YEAR) (PREV YEAR) 15 MONTHS 12 MONTHS

INCOME

Sales & Job Work (Net) 757.69 476.77

Other Income 2.71 0.87

Increase/(Decrease) in Stock (0.31) -4.67

Total Income 760.09 472.97

EXPENDITURE

Material Cost 84.85 2.24

Manufacturing Expenses 320.54 205.25

Payment & Benefits to Employee 170.09 86.14

Administrative, Selling & Other Expense 39.18 83.84

Total 614.66 377.47

Profit Before Depreciation & Interest 145.43 95.50

Less: Depreciation (79.21) (67.21)

Less: Interest & Financial Charges (5.72) (3.84)

Earning before Tax & Extraord. Adj. 60.50 (24.45)

Extraordinary items / Prior Period adj. 174.45 20.45

Earning before Tax 234.95 44.90

Less: Provision for F.B.T. (0.88)

E.A.T. 234.95 44.02

2. OPERATIONS:

As it appears from the figures given above that your Company maintained the trend of higher production and sales and the capacity utilization were maintained close to the maximum level. The total turnover for the period ended ended on 30.06.2011 was Rs. 757.69 Lacs as compared to Rs. 476.77 (12 months period) and the net profit before depreciation & Financial Charges was Rs. 145.43 Lacs as compared to Rs. 95.50 Lacs for the previous year (12 Months period). Also With regard to Sales and the customers satisfaction, your company continues to enjoy support from the customers due to the excellent quality of its products from the Unit situated at Baddi . The Company's thrust is to increase the domestic market share and to explore the profitable export possibilities.

3. FUTURE OUTLOOK:

The use of the PET in India is continuously increasing in the packaging market and most of the segments are growing steadily. It is estimated that the PET market will double by itself within the next 4 to 5 years. Accordingly your company can reasonably be sure that it will be able to maintain its operational performance at current levels and at the same time the Company's focus is aimed towards, increase in production and maintain the market share, will continue. Further the company has a lot of potential to develop and manufacture international standard quality of PET Jars. To achieve greater operational efficiency , saving in cost and to exploit the inherent strength of the existing infrastructure, various measures have been introduced.

4. INSURANCE

All the Properties of the Company including its buildings Plant & Machinery and stocks are adequately insured

5. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles Of Association of the Company Mr. Debasshish Bhatacharya, Director who will be retiring by rotation, being eligible offers himself for re- appointment.

Further during the year under review Mr. Manaoj Pandey , Director tendered his resignation from the Directorship of the Company. The Board placed on record its appreciation for the services rendered by Mr. Pandey during his tenure as Director. The Brief resume of the Director seeking re-appointment at this Annual Genearal Meeting alongwith his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 23rd Annual General Meeting .

6. CORPORATE GOVERNANCE REPORT

Your Directors reaffirms their continued commitment to good Corporate Governance practices . Your Company adheres to all major stipulations laid down in this regard , as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges which relates to Corporate Governance. Report on Corporate Governance along with the Certificate from the Practicing Company Secretary M/s Lekhraj Bjaj & Co. certifying the due compliance with the said requirements, forms the part of this report.

7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company , subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

iii) 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. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

8. FIXED DEPOSITS:

During the period under review the Company has not accepted / renewed . any Fixed Deposits within the meaning of Section 58A of the Companies Act,1956.

9. LISTING ON STOCK EXCHANGE

The Companies Share continues to be listed on Mumbai Stock Exchange and the Annual Listing Fees has been paid uptill 2011-12. Your Company initiated necessary action to delist its equity shares from the Ludhiana, Delhi, Jaipur and Kolkatta Stock Exchanges pursuant to the Special Resolution passed at the Annual General Meeting held on 30.09.2004 and the same is still under consideration by them.

10. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all assets of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. The performance is regularly reviewed by the Board of Directors and the Audit Committee to ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

11. AUDITORS

M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The necessary certificate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

12. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

13. CEO/CFO Certificate

As required by the Clause 49 of the Listing Agreement ,the CEO/CFO certificate on the accounts is attached and forms part of the Annual Reoprt.

14. CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standard (AS-3) issued by the Ministry of Corporate Affairs also forms the part of this report.

15. PERSONNEL

The industrial relations scenario continued to be stable during the year under review . The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS Rs. Nil (P.Y. Rs. Nil) AND OUT-GO. Rs. 65,323/- (P.Y. Rs. Nil)

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

17. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Company. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.

18. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

This is to confirm that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed their COMPLIANCES WITH TH Code of Conduct laid down by the Board of Directors of the Company as on 30th June, 2011.

This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirement s of Clause 49(1)(D) of the Listing Agreement entered into with the Stock Exchanges.

For and on behalf of the Board

Place : New Delhi (Dildeep Singh Sethi)

Date : 18.11.2011 Managing Director

---

Mar 31, 2010

The directors hereby present the 22ND Annual Report together with the Audited Accounts of the company for the Financial year ended on 31.03.10.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)

PARTICULARS 31.03.2010 31.03.2009 (CURRENT YEAR) (PREVYEAR)

INCOME Sales & Job Work (Net) 474.34 476.77

Other Income 7.69 0.87

Increase/(Decrease) in Stock -- (4.67)

Total Income 487.03 472.97

EXPENDITURE

Material Cost -- 2.24

Manufacturing Expenses 204.98 205.25

Payment & Benefits to Employee 101.44 86.14

Administrative, Selling & Other Expenses 26.74 83.84

Total 333.16 377.47

Profit Before Depreciation & Interest 148.87 95.50

Less: Depreciation (70.22) (67.21)

Less: Interest & Financial Charges (7.37) (3.84)

Earning before Tax & Extraord. Adj. 71.28 (24.45)

Extraordinary items/Prior Period adj. 171.14 20.45

Earning before Tax 242.42 44.90

Less: Provision for F.B.T. -- (0.88)

E.A.T. 242.42 44.02

As It is quite evident from the figures shown above that JPL (Jauss Polymers Ltd) is making a turn around. The Profit before Interest & Depreciation increased by nearly 55% to Rs. 148.87 Lacs from Rs. 95.50 Lacs. The Management is quite hopeful of continuing this trend in the current Financial Year also.

2. FUTURE OUTLOOK:

The use of the PET in India is continuously increasing in the packaging market and most of the segments are growing steadily. It is estimated that the PET market will double by itself within the next 4 to 5 years Accordingly your company can reasonably be sure that it will be able to maintain its operational performance at current levels and at the same time the Companys focus is aimed towards, increase in production and maintain the market share, will continue. Further the company has a lot of potential to develop and manufacture international standard quality of PET Jars. To achieve greater operational efficiency, saving in cost and to exploit the inherent strength of the existing infrastructure, various measures have been introduced

3. INSURANCE

All the Properties of the Company including its buildings Plant & Machinery and stocks are adequately insured.

4. BOARD OF DIRECTORS

in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the ¦- Company Mr. Debashish Bhatacharya, Director who will be retiring by rotation, being eligible offers himself for re- appointment.

Brief resume of the Director seeking re-appointment at this Annual General Meeting, Nature of his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 21sth Annual General Meeting.

5. CORPORATE GOVERNANCE REPORT

Your Directors reaffirms their continued commitmentto good Corporate Governance practices. Your Company adheres to all major stipulations laid down in this regard, as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges which relates to Corporate Governance. Report on Corporate Governance along with the Certificate from the Practicing Company Secretary M/s Lekhraj Bjaj & Co. certifying the due compliance with the said requirements, forms the part of this report.

6. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company, subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

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

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

7. FIXED DEPOSITS:

During the period under review the Company has not accepted/renewed any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956.

8. LISTING ON STOCK EXCHANGE

The Companies Share continues to be listed on Mumbai Stock Exchange and the Annual Listing Fees has been paid uptill 2010-11. Your Company initiated necessary action to delist its equity shares from the Ludhiana, Delhi, Jaipur and Kolkatta Stock Exchanges pursuant to the Special Resolution passed at the Annual General Meeting held on 30.09.2004 and the same is still under consideration by them.

9. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all assets of the company are safe guarded and protected against loss from unauthorized use or disposition. The Company has a well defined organizational structure with clear functional authority limits for the approval of all the transactions.

The company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. The performance is regularly reviewed by the Board of Directors and the Audit Committee to ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

10. AUDITORS

M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appolntment. The necessary certificate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

11. OTS WITH PFC

Your Directors have pleasure to inform you that your company has successfully completed the One Time Settlement with PFC.

12. AUDITORSREPORT AND NOTES ON ACCOUNTS

Comments on the AuditorsObservations:

a. Reply to point no. 3 f fl) of the Auditors Report

The company has written to the parties for confirmation of all debit and credit balances to ensure that all the confirmations be received on time. Further the Company is into litigation with some of its unsecured creditors and the matter is pending in the courts due to which the balance confirmation is not available from them.

b. Reply to point no. 3 f (ii) of the Auditors Report

With regard to the non provisioning of the overdue interest, liquidated damages, penalty, the Board submit that the Company has settled all the dues of the Financial institutions under an OTS settlement without paying any of the above mentioned dues and in the case of the remaining Financial Institution (PFC&PSIDC) the Company is quite hopeful to make an OTS with them on the same terms.

c. Reply to point no. 3 f nil) of the Auditors Report

The Company is continuously taking several measures for its revival including settlement of the dues to the secured creditors on OTS basis and continues to carry on its operations in the normal course . Further the accounts have been prepared to comply with all material aspects with applicable accounting principles, the accounting standards issued by the Institute of Chartered Accountant of India and the relevant provisions of the Companies Act, 1956. Though the company is a sick industrial company as per the ( Sick Industrial (Special Provisions Act., 1985). The accounts have been prepared on the concept that the company will continue as a going concern.

13. PARTICULARS OP EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

14. CEO/CFO Certificate

As required by the Clause 49 of the Listing Agreement ,the CEO/CFO certificate on the accounts is attached and forms part of the Annual Reoprt.

15. CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standard (AS-3) issued by the Ministry of Corporate Affairs also forms the part of this report.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review. The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO Rs. 111391/- (P.Y. Rl.35936)

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report.

16. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Company. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.

17. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

This is to confirm that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed their COMPLIANCES WITH TH Code of Conduct laid down by the Board of Directors of the Company as on 31st March,2009.

This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirements of Clause 49(1)(D) of the Listing Agreement entered into with the Stock Exchanges.

For and on behalf of the Board

Place : New Delhi (Dildeep Singh Sethi)

Date : 03/09/2010 Managing Director

---

Mar 31, 2009

The directors hereby present the 21st Annual Report together with the Audited Accounts of the company for the year ended on 31.03.09.

1. FINANCIAL PERFORMANCE

PARTICULARS (CURRENT YEAR) (PREV YEAR) Ended 31.03.2008 Ended 30.06.2007 (Rs. in Lacs) (Rs. in Lacs)

Sales 340.78 456.87

Other Income 5.22 8.52

Total 346.00 465.39

Profit before Financial Charges & Depreciation 46.19 128.16

Financial Charges (11.49) (23.24)

Depreciation (49.11) (62.53)

Extra ordinary / Prior Period Adjustments 60.62 417.79

Profit / (Loss) before Tax 46.21 460.18

Provision for F.B.T. (.68) (1.49)

Profit / (Loss) for the year 45.53 458.69

Profit / (Loss) Brought Forward (1500.96) (1959.65)

Net Profit / (Loss) carried to Balance Sheet (1455.43) (1500.96)

2. FUTURE OUTLOOK:

The use of the PET in India is continuously increasing in the packaging market and most of the segments are growing steadily. It is estimated that the PET market will double by itself within the next 4 to 5 years. Accordingly your company can reasonably be sure that it will be able to maintain its operational performance at current levels and at the same time the Companys focus is aimed towards, increase in production and maintain the market share, will continue. Further the company has a lot of potential to develop and manufacture international standard quality of PET Jars. To achieve greater operational efficiency , saving in cost and to exploit the inherent strength of the existing infrastructure , various measures have been introduced

3. INSURANCE

All the Properties of the Company including its buildings Plant & Machinery and stocks are adequately insured

4. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles Of Association of the Company Mr. Manoj Pandey, Director who will be retiring by rotation, being eligible offers himself for re- appointment.

Brief resume of the Director seeking re-appointment at this Annual General Meeting, Nature of his expertise and other details as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are given in the Annexure to the Notice Convening the 21st Annual General Meeting .

5. CORPORATE GOVERNANCE REPORT

Your Directors reaffirms their continued commitment to good Corporate Governance practices . Your Company adheres to all major stipulations laid down in this regard , as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges which relates to Corporate Governance. Report on Corporate Gover- nance along with the Certificate from the Practicing Company Secretary M/s Lekhraj Bjaj & Co. certifying the due compliance with the said requirements, forms the part of this report.

6. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

On the basis of the compliance certificate received from the concerned executive of the Company , subject to the disclosures in the Annual Accounts and also on the basis of the discussions with the Statutory Auditors of the Company from time to time Your directors hereby confirm:

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

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

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

7. FIXED DEPOSITS:

During the period under review the Company has not accepted / renewed . any Fixed Deposits within the meaning of Section 58A of the Companies Act,1956.

8. LISTING ON STOCK EXCHANGE

The Companies Share continues to be listed on Mumbai Stock Exchange and the Annual Listing Fees has been paid uptill 2009-10. Your Company initiated necessary action to delist its equity shares from the Ludhiana, Delhi, Jaipur and Kolkatta Stock Exchanges pursuant to the Resolution passed at the Annual General Meeting held on 30.09.2004 and the same is still under consideration by them.

9. INTERNAL CONTROL SYSTEMS

The Company has an effective system of accounting and administrative controls which ensure that all assets of the company are safe guarded and protected against loss from unauthorized use or disposition . The Company has a well defined organizational structure with clear functional authority limits for the approval of all the trans- actions.

The company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. The performance is regularly reviewed by the Board of Directors and the Audit Committee to ensure that it is in keeping with the overall corporate policy and in line with the Companies objectives.

10. AUDITORS

M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The necessary certifi- cate as required u/s 224 (2B) of the Companies Act, 1956 has been received from the above named auditors.

11. OTS WITH PSIDC

Your Directors have pleasure to inform you that your company has successfully completed the One Time Settlement with PSIDC and after that only PFC is left as the only secured creditor and the management is quite hopeful of completing the OTS with PFC also.

12. AUDITORS REPORT AND NOTES ON ACCOUNTS Comments on the Auditors Observations:

a. Reply to point no. 3 f (i) of the Auditors Report

The company has written to the parties for confirmation of all debit and credit balances to ensure that all the confirmations be received on time. Further the Company is into litigation with some of its unsecured creditors and the matter is pending in the court due to which the balance confirmation has not been taken from them.

b. Reply to point no. 3 f (ii) of the Auditors Report

In view of the continuous losses incurred by the company the lenders have been requested to waive the interest payable to them and the company is hopeful of getting the interest fully waived on outstanding ICDs (Inter Corporate Deposits). Therefore, no provision of interest have been made in the account.

c. Reply to point no. 3 f (iii) of the Auditors Report

With regard to the non provisioning of the overdue interest, liquidated damages, penalty, the Board submit that the Company has settled all the dues of the Financial institutions under an OTS settlement without paying any of the above mentioned dues and in the case of the remaining Financial Institution ( PFC&PSIDC) the Com- pany is quite hopeful to make an OTS with them on the same terms.

d. Reply to point no. 3 f (iv) of the Auditors Report

The Company is continuously taking several measures for its revival .including settlement of the dues to the secured creditors on OTS basis and continues to carry on its operations in the normal course . Further the accounts have been prepared to comply with all material aspects with applicable accounting principles, the accounting standards issued by the Institute of Chartered Accountant of India and the relevant provisions of the Companies Act, 1956. Though the company is a sick industrial company as per the ( Sick Industrial (Special Provisions Act., 1985). The accounts have been prepared on the concept that the company will continue as a going concern.

13. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217(2A) of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Par- ticulars of Employees) Rules, 1975 is not required to be given.

14. CEO/CFO CERTIFICATE

As required by the Clause 49 of the Listing Agreement, the CEO/CFO certificate on the accounts is attached and forms part of the Annual Report

15. CASH FLOW STATEMENT

Cash Flow Statement in accordance with Accounting Standard (As-3) issued by the ministry of Corporate Affairs also from the part of this report.

16. PERSONNEL

The industrial relations scenario continued to be stable during the year under review . The Company has been taking various initiatives for the HR development and this continue in this ensuing year as well.

17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO.

The information pertaining to the captioned areas are briefed in the ANNEXURE to this report

18. APPRECIATION

Your Directors wish to place on record their appreciation for the valued Co-operation and assistance extended by various Government Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff and other workers of the Company. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the shareholders of the Company.

19. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

This is to confirm that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed their COMPLIANCES WITH TH Code of Conduct laid down by the Board of Direc- tors of the Company as on 31st March 2009.

This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirement s of Clause 49(1)(D) of the Listing Agreement entered into with the Stock Exchanges.

For & on Behalf of the Board

Place: New Delhi (DILDEEP SINGH SETHI) Date:2nd September, 2009 Managing Director