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Directors Report of Kabra Extrusion Technik Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the THIRTY-SECOND ANNUAL REPORT together with the AUDITED STATEMENT OF ACCOUNTS for the year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE: (RS. in lacs)

PARTICULARS 2014-15 2013-14

Revenue from Operations and Other Income 27979.06 22508.04

Gross Profit before Finance Cost & Depreciation 3810.08 2524.69

Less : Finance Cost 344.08 184.30

Depreciation 760.95 592.86

Profit Before Tax 2705.05 1747.53

Add / (Less) : Provision for Taxation (530.00) (360.95)

Excess Provision of earlier year 70.92 -

Provision for Deferred Tax (6.09) 34.71

Net Profit After Tax & Deferred Tax 2239.89 1421.29

Depreciation Transitional Provision Effect (90.20) - (Net of Deferred Tax)

Balance b/f from previous year 5928.86 5210.43

Amount available for appropriation 8078.55 6631.72

APPROPRIATIONS:

Transferred to General Reserve 225.00 143.00

Proposed Dividend 638.04 478.53

Tax on Proposed Dividend 133.51 81.33

Surplus balance carried to Balance Sheet 7082.00 5928.86

8078.55 6631.72

Your company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 (Act) and Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgement relating to the financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the company's state of affairs, profits and cash flows for the year ended March 31,2015.

2. DIVIDEND:

Your Directors are pleased to recommend a dividend @ 40% i.e. RS. 2.00 per equity share of face value of RS. 5/- each for the year ended 31st March, 2015 subject to the Members' approval [@ 30% i.e. RS. 1.50 per share of RS. 5/- each for the previous year].

3. TRANSFER TO RESERVES:

The Company proposes to transfer RS. 225 lacs to the General Reserves out of the amount available for appropriation.

4. OPERATIONS AND OUTLOOK:

The Company has achieved Operational and Other Income for the year under review at RS. 27,979.06 lacs as against the previous years' Operational and Other income of RS. 22,508.04 lacs. The profit before tax amounts to RS. 2,705.05 lacs against the previous years' profit of RS. 1,747.53 lacs. Net Profit of the Company after tax, deferred tax amounts to RS. 2,239.89 lacs as against RS. 1,421.29 lacs of the previous year.

5. EXPORTS:

Exports during the year is RS. 9,093.86 lacs as against previous years' export of RS. 8,133.77 lacs and is about 34.09 % of total sales turnover.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Haridas S. Sanwal, Independent Director of the Company passed away on 15th May, 2015. He was associated with the Company since April, 1985. He had contributed his best in the interest of the Company. The Board places on record, its deep appreciation of invaluable contribution and guidance provided by him.

Shri Satyanarayan G. Kabra Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

Shri Varun S. Kabra and Smt. Jyoti V. Kabra were appointed as additional directors w.e.f. 13th February, 2015 and hold office upto the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of them, the Company has received notices in writing from Members along with the deposit of the requisite amount under Section 160 of the said Act proposing their candidature for the office of the Directors of the Company.

Further Smt. Jyoti V. Kabra has been appointed in compliance of Section 149 (1) of the said Act and Clause 49 of the Listing Agreement, providing for appointment of a Woman director on the Board.

Pursuant to the provisions of section 203 of the Act, the recognition of Shri S. Shenoy - Chief Executive Officer, Shri Jayant Sarpotdar - Chief Financial Officer and Shri Y. D. Sanghavi - Company Secretary as Key Managerial personnel of the Company was formalized. They have been in the employment of the company, before the enactment of said section which came into effect from April 1,2014.

7. INDEPENDENT DIRECTORS:

Shri Bajrang Lal Bagra was appointed by the Board of Directors with effect from 7th November, 2014 as an additional director and holds office upto the date of ensuing Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and the Company has received a notice in writing from a Member along with the deposit of the requisite amount under Section 160 of the said Act, proposing his candidature for the office of Director of the Company.

He is independent of the management in terms of Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

His appointment as an Independent Director of the Company is proposed to hold office for a term of 5 (five) years from the date of forthcoming Annual General Meeting and that he shall not be liable to retire by rotation.

In a separate meeting of Independent Directors held without the presence of Executive Directors, performance of non-independent directors, performance of the board as a whole and of Chairman was evaluated, taking into account the views of executive directors and non-executive directors and on the basis of evaluation criteria.

The evaluation framework for assessing the performance of Directors comprises of the following key areas -

i. Attendance at Board and its Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholders' and other stakeholders' interests.

The evaluation involves Self-evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

The details of Programme for familiarization of independent directors are put up on the website of the company at the link http://www.kolsite.com/manage/media/477341208KABRA-FAMILIARISATION- POLICY.pdf

All independent directors have given declaration that they meet the criteria of independence as provided in section 149 (6) of the Act, and clause 49 of the Listing Agreement. There has been no change in the circumstances, which has affected their status as independent director. The non-executive directors of the company had no pecuniary relationship or transactions with the company.

In the opinion of the Board, they fulfill the conditions of independence as specified and are independent of the management.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial control and compliance systems established and maintained by the Company, work performed by internal, statutory, cost and secretarial auditors and the review performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of opinion that the Company's Internal Financial Controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirm that:

i . in the preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2015, and of the profits of the Company for the said financial year;

iii. they have 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;

iv. they have prepared the said accounts on a "going concern basis";

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. SUBSIDIARY COMPANIES:

The Company has adopted a policy for determining material subsidiaries in terms on Clause-49 of the Listing Agreement which is uploaded on http://www.kolsite.com/manage/media/1726085958 24.%201427669759 KET-POLICY-ON-DETERMINING-MATERIAL-SUBSIDIARIES.pdf The company has no subsidiary company, nor has any company become or ceased to be a subsidiary of the company. The Company does not have any associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees or provided any security during the year.

Details of Investments made during the year under review are given in the notes to financial statements.

11. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

12. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval, prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value and terms and conditions of the transactions. Disclosure in AOC-2 is not required as there were no reportable transactions. The Company has adopted a policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board and is uploaded on the Company's website:http://www.kolsite.com/manage/media/1113468453 KET-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf Details of the transactions with Related Parties are provided in the accompanying financial statements.

13. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

14. INTERNAL CONTROL SYSTEM AND ADEQUACY:

The company's internal audit system are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same.

The Audit committee of the Board of Directors, Statutory Auditors and Departmental Heads are appraised of the internal audit findings and corrective actions taken.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

16. STATUTORY DISCLOSURE:

a. There is no change in nature of business of the company.

b. In terms of the first proviso to section 136 of the Act, the Report and Accounts are being sent to all the shareholders and is available on the Company's website.

c. During the year under review, the company has not issued any shares with differential voting rights nor has granted any stock option or sweat equity.

d. None of directors hold instruments convertible into equity shares of the company.

e. There have been no material changes and commitments, if any, affecting the financial position of the company which have occured between the end of the financial year of the company to which the financial statements relate and the date of the report.

17. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of Meetings of the Board held during the financial year 2014-15 form part of the Corporate Governance report.

18. AUDIT COMMITTEE COMPOSITION:

Audit Committee composition is presented in Corporate Governance Report.

There have not been any instances during the year, when recommendations of the said committee were not accepted by the Board.

19. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

20. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company pursuant to the Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, had constituted the Internal Complaints Committee. During the year no complaint was lodged with the Committee.

21. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Kirtane & Pandit LLP (previously known as M/s. Kirtane & Pandit), a firm of Chartered Accountants were appointed as a Statutory Auditors of the Company for a term of 5 (five) consecutive years to hold office from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting (AGM).

The company has received their eligibility certificate subject to Section 139 and 141 of the Act and rules made there under. Their appointment has to be ratified in terms of Section 139 (1) of the Companies Act, 2013.

Members are requested to consider their re-appointment at the forthcoming AGM and authorize the Board of Directors to fix their remuneration.

There is no audit qualification in the financial statements by the Statutory Auditors for the year under review.

22. COST AUDITORS:

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Dhara Shah & Associates, a firm of qualified Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2015-16 on the recommendation made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting, would be RS. 1,20,000/- (Rupees One Lac Twenty Thousand Only) excluding Service Tax, Conveyance and out of pocket expenses, if any.

Members are requested to consider the ratification of their remuneration.

Audit of the cost records of the company are applicable in respect of financial year 2015-16 in terms of amended Companies (Cost Records and Audit) Rules, 2014.

23. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Bhandari & Associates, a firm of Company Secretaries in practice (CP No.366) to undertake the Secretarial Audit for the financial year ended 31st March, 2015. Their Report is annexed as Annexure 'A' to this report.

The Company is in the process of filing E-Form MGT - 10 with the Registrar of Companies as required under the provisions of Section 93 of the Companies Act, 2013 and pursuant to rule 13 of The Companies (Management and Administration) Rules, 2014 in respect of the changes in shareholding position of promoters and top ten shareholders as reported in the Secretarial Audit Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board has constituted a Corporate Social Responsibility Committee headed by Shri S. V. Kabra as Chairman. CSR policy was also adopted in compliance with the provisions of section 135 of the Companies Act, 2013 (Act). As a Part of its CSR initiatives, the Company has undertaken activity of "Promoting Education" in accordance with Schedule - VII of the said Act and amount of RS. 30 lacs was spent during the financial year 2014-15 against obligation of RS. 27 lacs. Report on CSR activities is annexed as Annexure 'B' to this report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure 'C' to this report.

26. REMUNERATION POLICY:

Brief outline of Company's Policy on Director's appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 has been disclosed in Annexure 'D' to this report.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'E' to this report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forms part of this Report as Annexure 'F'.

28. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form No. MGT-9 is annexed as Annexure 'G' and forms an integral part of this report.

29. EMPLOYEE RELATIONS:

Employee relations continued to be cordial. The Company takes pride in the commitment and dedication shown by its employees in all areas of business.

30. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.

For and on behalf of the Board

Place : Mumbai S. V. Kabra Date : 26th May, 2015 Chairman & Managing Director




Mar 31, 2014

The Directors are pleased to present the THIRTY-FIRST ANNUAL REPORT and the AUDITED STATEMENT OF

ACCOUNTS for the year ended 31st March, 2014.

1 .FINANCIAL RESULTS: (Rs. in Lacs)

PARTICULARS 2013-2014 2012-2013

Revenue from Operations and Other Income 22528.71 18499.31

Gross Profit before Finance Cost & Depreciation 2524.69 2145.63

Less: Finance Costs 184.30 277.81

Depreciation 592.86 583.94

Profit Before Tax 1747.53 1283.88

Add / (Less): Provision for Taxation (360.95) (240.70)

MAT Credit Entitlement -- 57.38

Provision for Deferred Tax Liabilities 34.71 (14.38)

Net Profit After Tax & Deferred Tax 1421.29 1086.18

Balance b/f from previous year 5210.43 4606.49

Amount available for appropriation 6631.72 5692.67

APPROPRIATIONS:

Transferred to General Reserves 143.00 109.00

Proposed Dividend 478.53 319.02

Tax on Proposed Dividend 81.33 54.22

Surplus balance carried to Balance Sheet 5928.86 5210.43

6631.72 5692.67

2. DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 1.50 per share of Rs. 5/- each for the year ended 31st March, 2014 subject to the Members'' approval [Rs. 1/- per share of Rs. 5/- each for the previous year].

3. OPERATIONS AND OUTLOOK :

The Company has achieved Operational and Other Income for the year under review at 7 22,528.71 lacs as against the previous years'' Operational and Other income of Rs. 18,499.31 lacs. The profit before tax amounts to Rs. 1,747.53 lacs against the previous years'' profit of Rs. 1,283.88 lacs. Net Profit of the Company after tax, deferred tax and MAT Credit amounts to Rs. 1,421.29 lacs as against Rs. 1,086.18 lacs of the previous year.

4. EXPORTS:

Exports during the year is Rs. 8,133.77 lacs as against previous years'' export of Rs. 6,414.06 lacs and is about 36.45% of total sales turnover.

5. DIRECTORS:

Shri Shreevallabh G. Kabra Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment.

The Board of Directors of your Company at the meeting held on 21st May, 2014, in accordance with the provisions of Section 196, 197, 203 of the Companies Act, 2013 (Act) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to schedule V to the Act, and subject to approval of the Shareholders at the ensuing Annual General Meeting, considered and approved the re- appointment of Shri Shreevallabh G. Kabra as the Chairman & Managing Director of your Company for a further term of 5 (Five) years commencing from 1st April, 2014 to 31st March, 2019. Shri Satyanarayan G. Kabra and Shri Anand S. Kabra, being Executive Directors of the Company were not liable to retire by rotation, shall now retire by rotation pursuant to the provisions of Section 152 of Companies Act, 2013

6. INDEPENDENT DIRECTORS:

In order to comply with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchanges, Shri Haridas S. Sanwal, Shri Mahaveer Prasad Taparia, Shri Nihalchand C. Chauhan and Shri Yagnesh B. Desai are proposed to be appointed as Independent Directors for a term of 5 (Five) consecutive years from the date of ensuing Annual General Meeting.

They are independent of the Management in terms of Section 149 (6) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement and such appointment would comply with the requirement of appointing at least one-third of the total number of directors as Independent Directors on Board as prescribed under Section 149 (4) of the Act.

7. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

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

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the profits of the Company for the said financial year;

iii. they 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 and

iv. they have prepared the said accounts on a "going concern basis".

8. STATUTORY AUDITORS :

Messers. Kirtane & Pandit, a firm of Chartered Accountants and Statutory Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate of their eligibility for re-appointment u/s. 141 of the Companies Act, 2013. They have served as Statutory Auditors of the Company for 4 (Four) years from financial year 2010-11. They are proposed to be appointed for a one term of five consecutive years in terms of Section 139 of the Companies Act, 2013 to hold office from the conclusion of 31st Annual General Meeting untill the conclusion of 36th Annual General Meeting, subject to ratification of such appointment by members at every Annual General Meeting.

9. COST AUDITOR :

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Dhara Shah & Associates, a firm of qualified Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2014-15 on the recommendation made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting, would be Rs. 1,20,000/- (Rupees One Lac Twenty Thousand Only) excluding Service Tax, Conveyance and out of pocket expenses, if any

10. LISTING FEES :

The Company confirms that the Annual Listing Fees due to BSE Ltd., and National Stock Exchange of India Ltd., for the financial year 2014-15 have been paid.

11. CORPORATE GOVERNANCE :

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

12. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, and hence no disclosure is required to be made.

13. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE :

The Company pursuant to the Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder had constituted the Internal Complaints Committee to lodge complaints (if any). During the year no complaint was lodged.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board Place : Mumbai S. V. Kabra

Date : 21st May, 2014 Chairman & Managing Director


Mar 31, 2013

To , The Members of, Kabra Extrusiontechnik Limited, Mumbai.

The Directors are pleased to present the THIRTIETH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS of the company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

PARTICULARS 2012-2013 2011-2012

Revenue from Operations and Other Income 18499.31 19499.70

Gross Proft before Interest & Depreciation 2145.64 1824.72

Less : Finance Costs 277.81 100.49

Depreciation 583.94 465.31

Proft Before Tax 1283.89 1258.92

Less : Provision for Taxation (240.70) (291.10)

Add : MAT Credit Entitlement 57.38

Less : Provision for Deferred Tax Liabilities (14.38) (43.58)

Add :Excess provision of earlier years 76.47

Net Proft After Tax & Deferred Tax 1086.18 1000.71

Balance b/f from previous year 4606.49 4076.65

Amount available for appropriation 5692.67 5077.36

APPROPRIATIONS:

Transferred to General Reserves 109.00 100.10

Proposed Dividend 319.02 319.02

Tax on Proposed Dividend 54.22 51.75

Surplus balance carried to Balance Sheet 5210.43 4606.49

5692.67 5077.36



2. DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 1/- per share of Rs. 5/- each for the year ended 31st March, 2013 subject to the Members'' approval [Rs. 1/- per share of Rs. 5/- each for the previous year].

3. OPERATION AND OUTLOOK :

The Company has achieved Operational and Other Income for the year under review at Rs. 18,499.31 lacs as against the previous years'' Operational and Other income of Rs. 19,499.70 lacs. The proft before tax amounts to Rs. 1,283.89 lacs against the previous years'' proft of Rs. 1,258.92 lacs. Net Proft of the Company after tax, deferred tax and MAT Credit Entitlement amounts to Rs. 1,086.18 lacs as against Rs. 1,000.71 lacs of the previous year.

4. EXPORTS:

Exports during the year is Rs. 6,431.71 lacs as against previous years'' export of Rs. 6,184.54 lacs and is about 35.74% of total sales turnover.

5. DIRECTORS:

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Yagnesh B. Desai and Shri Nihalchand C. Chauhan, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment.

Shri Satyanarayan G. Kabra, Vice-Chairman & Managing Director and Shri Anand S. Kabra, Technical Director of the Company have been re-appointed by the Board of Directors subject to the approval of the members.

6. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confrm that :

i. in the preparation of annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013, and of the profts of the Company for the said fnancial year;

iii. they have taken proper and suffcient 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; and

iv. they have prepared the said accounts on a "going concern basis".

7. CONVERSION OF DEBT INVESTMENT IN PREFERRED SECURITIES OF GEC

During FY 2010-11, the Company acquired 15% equity stake in Gloucester Engineering Company Inc. USA (GEC); and thereafter in debts by advancing term loan and revolving limits.

The Board of Directors in its meeting held on 5th October, 2012 approved proposal for conversion of debt into preferred securities i.e. Compulsorily Convertible Preferred Securities (CCPS) offered by GEC.

The Company has received interest on outstanding working capital limit till 30th March, 2013 and interest on outstanding term loan accrued on it till aforesaid date;

GEC on 30th March, 2013 allotted CCPS at fair market value of USD 11.61 per security against the aggregate amount of working capital and term loan with accrued interest thereon outstanding as on above date.

Upon conversion of debt into CCPS, the Company became holder of 216644.53 number of CCPS at year end as long term investment in addition to 150000 number of its equity shares.

The said preferred stock will carry right to receive dividend @8% p.a. and at the end of 10 year from the date of allotment i.e. 30th March, 2013, it will be converted into 2 (two) equity (Common Stock) at offer price of USD 5.81 against 1 (one) CCPS held.

8. RECOGNITION OF IN-HOUSE R&D UNIT :

Your Company has been accorded recognition for its In-house R&D Unit at Plot No. 14 & 15, at Kachigam, Daman by Government of India, Ministry of Science and Technology, Department of Scientifc and Industrial Research, New Delhi.

This will entitle the In-house R&D Unit of the Company to avail Customs & Excise exemption on purchase of equipments, instruments, spares thereof, consumables etc. used for Research & Development subject to applicable laws and Government Policies in this behalf.

9. STATUTORY AUDITORS :

Messers. Kirtane & Pandit, Chartered Accountants, Auditors of the Company will retire from the offce of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certifcate of their eligibility for re-appointment u/s. 224 (1-B) of the Companies Act, 1956 and they are not disqualifed under amended section 226(3)(e) of the said Act.

10. COST AUDITOR :

Shri Rahul Anant Chincholkar a qualifed Cost Accountant holding valid certifcate of practice has been appointed as a Cost Auditor of the Company pursuant to section 233(B)(1)&(2) of the Companies Act, 1956 subject to the approval of the Central Government.

His appointment is made to conduct audit of cost accounting records of fnancial year from 1st April, 2013 to 31st March, 2014 maintained by the Company.

He has furnished a certifcate of eligibility for such appointment and is free from any disqualifcation and independent and is at arm''s length relationship with the Company. The cost Audit Report for the fnancial year ended 31st March, 2013 will be fled with Ministry of Corporate Affairs as prescribed statutorily.

11. LISTING FEES :

The Company confrms that the Annual Listing Fees due to BSE Ltd., and National Stock Exchange of India Ltd., for the fnancial year 2013-14 have been paid.

12. CORPORATE GOVERNANCE :

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

13. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure is required to be made.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 29th May, 2013 Chairman & Managing Director


Mar 31, 2012

To,The Members of, Kabra Extrusiontechnik Limited, Mumbai.

The Directors are pleased to present the TWENTY-NINETH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS for the year ended 31st March, 2012.

1. Financial results: (Rs. in Lacs)

PARTICULARS 2011-2012 2010-2011 (Current Year) (Previous Year)

Revenue from Operations and Other Income 19,499.70 22,610.20

Gross Profit before Interest & Depreciation 1,824.72 3,993.99

Less: Interest (Finance Cost) 100.49 88.12

Depreciation 465.31 388.23

Prof it Before Tax 1,258.92 3,517.64

Less: Provision for Taxation 291.10 851.26

Provision for Deferred Tax Liabilities 43.58 84.81

Add : Excess provision of earlier years 76.47 -

Net Profit After Tax & Deferred Tax 1,000.71 2,581.57

Balance b/f from previous year 4,076.65 3,543.94

Amount available for appropriation 5,077.36 6,125.51

APPROPRIATIONS: Transferred to General Reserves 100.10 1,400.00

Proposed Dividend 319.02 558.29

Tax on Proposed Dividend 51.75 90.57

Surplus balance carried to Balance Sheet 4,606.49 4,076.65

5,077.36 6,125.51



Your Directors are pleased to recommend a dividend of Re. 1/- per share of Rs. 5/- each for the year ended 31st March, 2012 subject to the Members' approval (Rs. 1.75 per share of Rs. 5/- each for the previous year on the Post bonus enhanced capital).

Your Company has achieved Operational and Other Income for the year under review at Rs. 19,499.70 lacs as against the previous years' Operational and Other income of Rs. 22,610.20 lacs. The profit before tax amounts to Rs. 1,258.92 lacs against the previous years' profit of Rs. 3,517.64 lacs. Net Profit of the Company after tax, deferred tax and excess provision of earlier year written back amounts to Rs. 1,000.71 lacs as against Rs. 2,581.57 lacs of the previous year.

Performance for the year under review was adversely affected by slowdown witnessed in end users industries.

During the year, the Company has manufactured a Five (5) Layer Blown Film Plant, first time in India with GEC technology at its newly developed manufacturing set-up at Dunetha and the said plant has been successfully supplied to a company based in Kerala to produce barrier film for edible oil packaging.

Exports during the year is Rs. 6,184.54 lacs, as against previous years' export of Rs. 6,798.79 lacs and is about 32.80% of total sales turnover.

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Anand Shreevallabh Kabra and Shri Mahaveer Prasad Taparia, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such appropriate accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profits of the Company for the said financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the said accounts on a "going concern basis".

Messers, Kirtane & Pandit, Chartered Accountants, Statutory Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate of their eligibility for re-appointment u/s. 224 (1 -B) of the Companies Act, 1956 and they are not disqualified under amended section 226(3)(e) of the said Act.

Shri A. P. Raman, a qualified Cost Accountant has been appointed as a Cost Auditor of the Company pursuant to section 233(B)(1)&(2) of the Companies Act, 1956 and subject to the approval of the Central Government.

In terms of order dt. 24m January 2012 issued by Ministry of Corporate Affairs, Cost Audit Branch, his appointment is made to conduct audit of cost accounting records of financial year from 1st April, 2012 to 31st March, 2013 maintained by the Company in respect of its product i.e. Plastic Processing Machinery covered by Chapter 84 of Central Excise Tariff Act.

He has furnished certificate of his eligibility for such appointment and he is free from any disqualification and is independent and is at arm's length relationship with the company.

In respect of Financial Year 2011-12, aforesaid qualified Cost Accountant shall certify Compliance Report as prescribed under Rule 5 of (The Cost Accounting Records) Rules, 2011.

The Company confirms that the Annual Listing Fees due to BSE Ltd. and National Stock Exchange of India Ltd. for the financial year 2012-13 have been paid.

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure required to be made.

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

Your Directors would like to express their appreciation for the support received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

S. V. Kabra Chairman & Managing Director

Place : Mumbai Date :29th May, 2012


Mar 31, 2011

The Members of,

Kabra Extrusiontechnik Limited,

Mumbai.

The Directors are pleased to present the TWENTY-EIGHTH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS for the year ended 31 st March, 2011.

1. FINANCIAL RESULTS: (Rs. in Lacs)

PARTICULARS 2010-2011 2009-2010 (Current Year) (Previous Year)

Sales Turnover and Other Income 22610.20 19730.48

Gross Profit before Interest & Depreciation 3951.32 3493.15

Less: Interest 45.46 71.41

Depreciation 388.22 338.95

Profit Before Tax (PBT) 3517.64 3082.79

Less: Provision for Taxation 851.26 900.00

Provision for Deferred Tax Liabilities 84.81 36.42

Profit After Tax (PAT) 2581.57 2146.37

Balance b/f from previous year 3543.94 3450.74

Amount available for appropriation 6125.51 5597.11

APPROPRIATIONS:

Transferred to General Reserves 1400.00 1400.00

Provision for Proposed Dividend 558.29 558.29

Provision for Tax on Proposed Dividend 90.57 94.88

Surplus balance carried to Balance Sheet 4076.65 3543.94

6125.51 5597.11

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.75 per share of Rs. 5/- each for the year ended 31st March, 2011 on the enhanced capital (i.e. Post Bonus) [Rs. 3.50 per share of Rs. 5/- each for the previous year] subject to the members' approval.

3. OPERATION AND OUTLOOK :

The Company has achieved the Operational and Other Income for the year under review at Rs. 22610.20 lacs as against the previous years' Operational and Other income of Rs. 19730.48 lacs an increase of 14.60%. The profit before tax amounts to Rs. 3517.64 lacs against the previous years' profit of Rs. 3082.79 lacs an increase of 14.10%. Net Profit of the Company after tax, deferred tax amounts to Rs. 2581.57 lacs as against Rs. 2146.37 lacs of the previous year an increase of 20.28%.

New unit at Dunetha (Nani Daman) is operational and will facilitate manufacturing of high-output blown film plants and existing product lines.

4. EXPORTS :

Exports during the year is Rs. 67.98 crores, as against previous years' export of Rs. 78.44 crores and is about 31% of total sales turnover.

5. DIRECTORS:

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Nihalchand Chunilal Chauhan and Shri Haridas Sagatmal Sanwal, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek their re-appointment.

It is proposed to vary terms of remuneration of Shri S. N. Kabra, Vice Chairman & Managing Director and Shri Anant S. Kabra, Technical Director for remaining tenure of their appointment w.e.f. July, 2011 to June, 2013 and August, 2011 to July, 2013 respectively.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2011, and of the profits of the Company for the said financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the said accounts on a "going concern basis".

7. CHANGE IN AUTHORISED & PAID-UP CAPITAL :

(i) Equity Shares of Rs. 10/- each was sub-divided into 2 (two) shares of Rs. 5/- each w.e.f. 19th May, 2010. New ISIN : INE900B01029 was allotted by the Depositories for fully paid equity shares of Rs. 5/- each;

(ii) Authorised Capital of the Company was increased from Rs. 10,00,00,000/- (Rupees Ten Crores) divided into 20000000 (Two Crores) Equity Shares of Rs. 5/- each to Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 40000000 (Four Crores) Equity Shares of Rs. 5/- each to facilitate issue of Bonus Shares;

(iii) The Company issued and allotted Bonus Shares on 9th September, 2010 in the ratio of 1:1 i.e. 1 (one) fully paid-up equity share of Rs. 5/- each for every fully paid-up share held by the Members as on record date fixed for the said purpose. Paid-up capital of the Company stands increased to Rs. 15,95,11,600/- (Rupees Fifteen Crores Ninety Five Lakhs Eleven Thousand Six Hundred Only) divided into 3,19,02,320 Equity Shares of Rs. 5/-each upon split and bonus as above.

8. INVESTMENT IN FOREIGN COMPANY :

The Company has acquired 15% stake in equity and debt of M/s. Gloucester Engineering Company Inc. (GEC), a US based company and accordingly invested about Rs. 9.27 cr. towards equity and Rs. 7.22 cr. towards debt.

With this minority investment, the Company would be able to reach out to the customers in the South & North America as well European Markets and shall benefit by its updated manufacturing technology for high-output high-end blown film lines.

9. AUDITORS :

Messers. Kirtane & Pandit, Chartered Accountants, Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate of their eligibility for re-appointment u/s.224 (1-B) of the Companies Act, 1956 and they are not disqualified under amended section 226(3)(e) of the said Act.

10. LISTING FEES:

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai and National Stock Exchange of India Ltd., Mumbai for the financial year 2011-12 have been paid.

11. CORPORATE GOVERNANCE:

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

12. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure required to be made.

13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE A.

14. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 30th May, 2011 Chairman & Managing Director






Mar 31, 2010

The Directors are pleased to present the TWENTY-SEVENTH ANNUAL REPORT and the AUDITED STATEMENT OF ACCOUNTS for the year ended 31st March, 2010.

1. FINANCIAL RESULTS: (Rs. in Lacs)

2009-2010 2008-2009 PARTICULARS (Current Year) (Previous Year)

Sales Turnover and Other Income 19730.48 15763.61

Gross Profit before Interest & Depreciation 3493.15 2052.75

Less: Interest 71.41 79.35

Depreciation 338.95 365.80

Profit Before Tax 3082.79 1607.60

Less: Provision for Taxation 900.00 370.00

Provision for Deferred Tax Liabilities 36.42 67.72

Net Profit After Tax & Deferred Tax 2146.37 1169.88

Balance b/f from previous year 3450.74 2960.72

Amount available for appropriation 5597.11 4130.60 APPROPRIATIONS

Transferred to General Reserves 1400.00 120.00

Provision for Proposed Dividend 558.29 478.53

Provision for Tax on Proposed Dividend 94.88 81.33

Surplus balance carried to Balance Sheet 3543.94 3450.74

5597.11 4130.60

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 3.50 per share of Rs.5/- each for the year ended 31st March, 2010 (Rs. 6.00 per share of Rs. 10/- each for the previous year) subject to the members approval.

3. OPERATION AND OUTLOOK :

The Company has achieved the Operational and Other Income for the year under review at Rs. 19730.48 lacs as against the previous years Operational and Other income of Rs.15763.61 lacs an increase of 25.16%. The profit before tax amounts to Rs. 3082.79 lacs against the previous years profit of Rs. 1607.60 lacs an increase of 91.76%. Net Profit of the Company after tax, deferred tax and tax provision of earlier year amounts to Rs. 2146.37 lacs as against Rs. 1169.88 lacs of the previous year an increase of 83.47%.

4. EXPORTS:

Exports during the year is Rs. 78.44 crores, as against previous years export of Rs. 57.53 crores an increase of 36.35% and is 40.27% of total sales turnover.

5. DIRECTORS:

In accordance with the Articles of Association of the Company and in view of provisions of Section 255 of the Companies Act, 1956, Shri Mahaveer Prasad Taparia and Shri Yagnesh B. Desai, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, seek their re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that :

(i) in the preparation of annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such appropriate accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give the true and fair view of the state of affairs of the Company as at 31st March, 2010, and of the profits of the Company for the said financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the said accounts on a "going concern basis".

7. STOCK-SPLIT:

Members of the Company at an Extra-Ordinary General Meeting held on 5th May, 2010 have approved the Stock Split i.e. sub-division of each fully paid equity share of face value of Rs. 10/- into two equity shares of face value of Rs. 5/- each and accordingly the Authorised Share Capital of Rs. 10,00,00,000/- (Rupees Ten Crores) divided into 10000000 (One Crore) Equity Shares of Rs. 10/- each have been divided into 20000000 (Two Crores) Equity Shares of Rs. 5/- each and existing 7975580 fully paid equity shares of Rs. 10/- each comprising the Issued, Subscribed and Paid-up Equity Share Capital of the Company have been divided into 15951160 fully paid equity shares of Rs. 5/- each.

National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), the Depositories have assigned New ISIN : INE900B01029 for fully paid equity shares of Rs. 5/- each.

Record Date for the purpose was fixed on 18th May, 2010. New Shares were credited into the account of beneficiaries in case of shares held in demat form on 19th May, 2010. New Share Certificates were posted to those shareholders holding shares in physical mode. Existing certificates in relation to fully paid equity shares of the face value of Rs. 10/- each accordingly stands cancelled and of no effect from the said record date.

Consequent to stock-split, Clause V of Memorandum of Association and Article 3 of the Articles of Association of the Company also have been altered suitably to reflect the sub-division.

8. AUDITORS:

The Auditors M/s. A. G. Ogale & Co., Chartered Accountants, retire at the ensuing Annual General Meeting (AGM). However, they have not offered themselves for re-appointment at the said AGM.

In view of Special Notice received from a Member under Section 225(1) of the Companies Act, 1956 (the Act) and as recommended by the Audit Committee, it is proposed to appoint Messers. Kirtane & Pandit, Chartered Accountants as the Statutory Auditors in place of retiring Auditors.

Messers. Kirtane & Pandit, a renowned firm of Chartered Accountants has 16 Partners and conduct audit of many reputed companies, banks and have specialized knowledge in audit, taxation and other corporate matters.

They have furnished a certificate of their eligibility for appointment u/s.224 (1-B) of the Act. They are not disqualified in any manner in terms of Section 226(3) of the Act. The Shareholders are requested to consider their appointment in place of retiring auditors. The Board of Directors place on its record, the contribution made and support extended from time to time by the retiring Auditors.

9. LISTING FEES :

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai and National Stock Exchange of India Ltd., Mumbai for the financial year 2010-11 have been paid.

10. CORPORATE GOVERNANCE :

A separate section on Corporate Governance is included in this Annual Report as required under Listing Agreement.

11. EMPLOYEES RELATIONS :

Employees relations continued to be cordial throughout the year. The Directors appreciate the efforts put in by the employees at all the levels. As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, Shri S. V. Kabra, Chairman & Managing Director is the sole employee covered in the statement given hereunder as ANNEXURE A.

12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report as ANNEXURE B.

13. ACKNOWLEDGEMENT :

Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board

Place : Mumbai S. V. Kabra

Date : 26th May, 2010 Chairman & Managing Director

 
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