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Directors Report of Kaiser Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Second Annual Report of your Company with the Audited Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE AND FUTURE PROSPECTS: Amount in Rs.

March 31st March 31st 2015 2014

Sales Income 214,725,730 181,269,088

Other Income 2,581,667 1,320,420

Total Income 217,307,397 182,589,508

Expenditure 2,02,323,160 1,66,855,420

Finance Cost 5,275,994 6,158,322

Depreciation / Amortization 4,624,357 4,041,187

Profit/Loss before taxes 5,083,886 5,534,579

Extra-ordinary items - -

Income tax Current (1,197,000) (1,178,359)

Mat credit entitlement 61,711 71,810

Income tax Deferred (390,316) 84,540

Prior period tax adjustment (87,948) (5,056)

Profit/(Loss) after tax (before share of profit/(loss) 3,470,333 4,507,514

from associates and minority interest)

Share of profit/ (loss) from associates 28,039 10301

Share of minority interest (1,528,486) (1,976,169)

Adjustment on account of further investment in - -

subsidiary company

Share of loss of cessation of subsidiary company - -

Profit/ (Loss) for the year 1,969,886 2,541,646

Your Company posted a total income of Rs.217, 307,397/- compared to the income of Rs. 182,589,508/- for the previous year and the net profit of Rs.5, 083,886/-compared to the net profit of Rs. 5,534,579/- for the previous year. The Turnover of the company has increased as compared to the previous year on account of increase in the business activities; however the net profit for the year reduced compared to the net profit to the previous year on account of increase in the overhead expenses. Your Directors are sure that the company will be able to show better results in the current year.

The line of business activities of your company have changed and your company is presently in the business of Compounding for Heat shrinkable accessories, jointing kits, Trunkey project management, engineering services and printing of labels, packaging materials, Magazines and articles of stationery, but the printing business is not presently lucrative and the revenue from printing business is hardly 2.34% of the total turnover of the company

Your Directors are aggressively looking towards other business activities by entering into various joint ventures and other business activities which will provide a good platform to your Company to expand globally.

DIVIDEND:

Your directors do not recommend any dividend for the year ended March 31 2015.

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

The particulars required to be stated as per the provisions of Section 134(3) (m) ofTheCompanies Act, 2013 relating to conservation of energy and technology absorption do not apply to your Company.

FOREIGN EXCHANGE EARNINS AND OUTGO:

Foreign Exchange Earnings: Export of Goods - Rs. 255.71 Lacs Foreign Exchange Outgo: - Rs.237.96 Lacs DEPOSITORY SYSTEM:

Details of the depository system are given in the section 'Additional Information' which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

Subsidiary Companies and consolidated financial statements.

The company had two subsidiaries as on 31 March 2015.

The consolidated financial statements of the company and all its subsidiaries is prepared in accordance with the accounting standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the company

Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the company.

The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the company, as also at the registered offices of the respective subsidiary companies and will be available to Investors seeking information at any time.

Directors:

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules framed there under and are independent of the management.

Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreements, 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 criteria such as the board composition and structure effectiveness of Board process, participation in the long-term strategic planning, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Morale of our professionals continued to be high. The Company continued to put concerted efforts in recruiting, Capacity building through leadership development programs and 'Train the Trainer' programs were other key focus areas during the year.

AUDITORS:

The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAI Registration No.: 121750W/W-100010) hold the office until the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors. Members are requested to consider their re-appointment and to fix their remuneration for the year ended on 31 March 2016. There appointment will be as per the provisions of section 139 of The Companies Act, 2013

The Company has received a confirmation from M/S. Suresh Surana& Associates LLP to the effect that their appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of The Companies Act, 2013.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, Mr. G.S. Jambekar Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is annexed as Annexure I to this Report. The report is self-explanatory and does not call for any further comments.

DISCLOSURES:

i. Details of Board meetings During the year, 5 ( Five ) Board meetings were held. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

ii. Composition of Audit Committee: The Board has constituted the Audit Committee comprising Mr. Bhushanlal Aroa as the Chairman and Mr. Rohinton Daroga and Mrs. Anagha Korde as the Members. Further details of the Committee are given in the Corporate Governance Report

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Company's operations in future

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is annexed as Annexure II to this Report

DIRECTOR'S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and Secretarial Auditors and external consultant(s) and the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15

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

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) 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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loans during the year. There are no New Investments during the year.

The details of guarantees provided during the year are given hereunder -

Sr. Name of company Nature of Transaction (in crore) No.

1 Xicon International Corporate Guarantee 8,23,75,000 Limited

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 ('the Act') are given in the notes to the financial statements.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee

Management Discussion and Analysis Report and Report of the Directors on Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis and the Corporate Governance Report, as required under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

Acknowledgments:

The Company would like to acknowledge all its employees, customers, stakeholders, key partners for their support

The Directors appreciate the continued guidance received from various regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise Authorities, Income Tax and Sales Tax Authorities.

On Behalf of the Board of Directors

Jehangir R. Patel Chairman

Place: Mumbai Date: 28/05/2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty First Annual Report of your Company with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE AND FUTURE PROSPECTS:

Amount in Rs.

March 31 st 2014 March 31 st 2013

Sales Income 181,269,088 159,083,276

Other Income 1,320,420 2,617,322

Total Income 182,589,508 161,700,598

Expenditure 1,66,855,420 1,656,40,634

Finance Cost 6,158,322 5,411,183

Depreciation / Amortization 4,041,187 4,583,132

Profit/Loss before taxes 5,534,579 (13,934,351)

Extra-ordinary items - -

Income tax Current (1 178 359) (224,000) Mat credit entitlement 71,810 57,040

Income tax Deferred 84,540 (87,922)

Prior period tax adjustment (5,056) (8,229)

Profit/(Loss) after tax (before share of profit/(loss) from 4,507,514 (14,197,462) associates and minority interest)

Share of profit/ (loss) from associates (32,946) (64,899)

Share of minority interest (1,976,169) 6,604,811

Adjustment on account of further investment in subsidiary company - 600,657

Share of loss of cessation of subsidiary company - (134,124)

Profit/ (Loss) for the year 2,498,399 (7,191,017)

Your Company posted a total income of Rs. 182,589,508/- compared to the income of Rs. 161,700,598/-for the previous year and the net profit of Rs. 5,534,579/-compared to the net loss of Rs.13,934,351/- for the previous year. The Turnover of the company increased as compared to the previous year on account of increase in the business activities coupled with control over overhead expenses. Your Directors are sure that the company will be able to show further better results in the current year.

Over the years the line of business activities of your company have changed and presently your company has already diversified in the business of Electronics, Heat Shrinking and Engineering. Your company is already in the process to enter into various further arrangements overseas which will provide a good platform to your Company to expand globally. Further the business activities of your company is now related to various other segments and is not related exclusively to printing business but the other business activities related to Electronics , Heat Shrinking and Engineering.Your Company is looking to modernize its technology stack, deployment models, and planning to introduce new products to meet the changes in our customer''s requirements. Your Company is therefore been investing in various process improvements and service quality initiatives over the past few years. As the quality of product or service is highly influenced by the quality of processes to design, develop and maintain them, your company continued to deploy a well-documented quality management system.

DIVIDEND

Your directors do not recommend any dividend for the year ended March 31 2014.

EMPLOYEES:

There are no employees whose details are required to be given as per Section 217 (2A) of the Companies Act, 1956.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo.

The particulars required to be stated as per the provisions of Section 217(1) (e) of The Companies Act, 1956 relating to conservation of energy and technology absorption do not apply to your Company.

DEPOSITORY SYSTEM:

Details of the depository system are given in the section ''Additional Information'' which forms a part of the Corporate Governance Report and is attached with the Annual Accounts.

FOREIGN EXCHANGE EARNINS AND OUTGO:

Foreign Exchange Earnings: Export of Goods - Rs. 45.84

Foreign Exchange Outgo: - Rs. 145.26

Subsidiary Companies and consolidated financial statements.

The company had two subsidiaries as on 31 March 2014.

As required under the Listing Agreement entered by the company with the Stock Exchange Bombay, a Consolidated financial statement of the company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of section 212(8) of The Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated 8th February 2011 has granted general exemption from attaching the balance sheet, statement of Profit and Loss and other documents of the subsidiary companies with the balance sheet of the company. A statement containing brief financial details of the company''s subsidiaries for the financial year 31 March 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related information will be made available to any member of the company/its subsidiaries seeking such information and are available for inspection by any member of the company/its subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, at the registered office of the respective subsidiary companies.

Directors:

In accordance with the provisions of the Companies Act, 2014 and the Article of Association of the Company Mr.Rohinton Darogais liable to retire by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Necessary resolutions for the re-appointment of the aforesaid Director have been included in the notice convening the ensuing Annual General Meeting.

The Board has decided to re appoint Mr. Bhushanlal Arora as the whole Time Director for the period of three years w.e.f. 01.10.14 subject to the approval of the shareholders.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Morale of our professionals continued to be high. The Company continued to put concerted efforts in recruiting, Capacity building through leadership development programs and ''Train the Trainer'' programs were other key focus areas during the year.

AUDITORS

The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAI Registration No.: 121750W/W-100010) hold the office until the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors. Members are requested to consider their re-appointment and to fix their remuneration for the year ended on 31 March 2015. Pursuant to the provisions of Section 139 of The Companies Act, 2013 and the rules framed thereunder, it is proposed to appoint M/s. Suresh Surana & Associates LLP Chartered Accountants as the statutory Auditors of the company The Company has received a confirmation from M/S. Suresh Surana & Associates LLP to the effect that their appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of The Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, your directors state that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed;

ii. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31 2014 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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 frauds and other irregularities;

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

Management Discussion and Analysis Report and Report of the Directors on Corporate Governance

In accordance with Clause 49 of the listing agreements, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance form part of this report.

Acknowledgments

The Company would like to acknowledge all its employees, customers, stakeholders, key partners for their support

The Directors appreciate the continued guidance received from various regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise Authorities, Income Tax and Sales Tax Authorities.

On Behalf of the Board of Directors

Jehangir R. Patel Chairman

Place: Mumbai Date:30/05/2014


Mar 31, 2012

To The Members Kaiser Press Limited

The Directors are pleased to present the Nineteenth Annual Report of your Company with the Audited Accounts for the year ended March 31,2012.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE AND FUTURE PROSPECTS:

March 31st 2012 March 31st2011

Sales Income 171,661,338 37,758,159

Other Income 2,428,395 1,578,900

Total Income 174,089,733 39,337,059

Expenditure 1,560,97,286 36,546,025

Finance Cost 4,835,891 50,329

Depreciation / Amortisation 3,684,618 494,639

Profit/Loss before taxes 9,471,938 2,246,066

Extra-ordinary items ------ (4,973,489)

Income tax Current (1,400,000) (225,000)

Income tax Deferred (1,118,877) 945,856

Prior period tax adjustment 7,126 (110,508)

Profit/(Loss) after tax (before share of 6,960,187 (2,117,075)

profit/(loss) from associates and minority interest Share of profit/ (loss) from associates (1,380,316) 1,721,511

Share of minority interest (1,837,973) (158,552)

Adjustment on account of further investment in 253,210 ----- subsidiary company

Profit/ (Loss) for the year 3,995,108 (554,116)

Your Company posted a total income of Rs.174,089,733 compared to the income of Rs.39,337,059 for the previous period and the net profit of Rs.9,471,938 compared to the net profit of Rs.2,246,066 for the previous period.

Your company has diversified through its subsidiaries into the field of Engineering, providing products and services to infrastructure projects in the field of electric heat tracing and turnkey projects.

DIVIDEND:

Your directors do not recommend any dividend for the year ended March 31,2012 PROCESS IMPROVEMENTS:

The business growth depends to a large extent on the robustness of the Company's operational processes and the quality of customer service. The Company is therefore been investing in various process improvements and service quality initiatives over the past few years.

EMPLOYEES:

There are no employees whose details are required to be given as per Section 217 (2A) of the Companies Act, 1956.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

The particulars required to be stated as per the provisions of Section 217(1) of the Act relating to conservation of energy and technology absorption do not apply to your Company.

FOREIGN EXCHANGE EARNINS AND OUTGO:

Foreign Exchange Earnings: Export of Goods Rs.144.43 lacs

Foreign Exchange Outgo: Rs. 207.28 lacs

Directors:

In accordance with the provisions of The Companies Act, 1956 and the Articles of Association of the Company Mr. RajendraVaze is liable to retire by rotation at the ensuing Annual General Meeting and he is eligible for re- appointment.

Necessary resolution for the re-appointment of the aforesaid Director have been included in the notice convening the ensuing Annual General Meeting.

The Board of Directors of the company have now decided to reappoint Mr. B L Arora as the Whole Time Director of the company for the further period for three years w.e.f 1st July 2012 upto 30th June 2015 subject to the supervision, directon of the Board of Directors of the company on the revised remuneration. Necessary resolution for the re-appointment of Mr. B. L. Arora with the revised remuneration has been included in the notice convening the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in terms of Section 274 (l)(g) of The Companies Act, 1956.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Morale of our professionals continued to be high. The Company continued to put concerted efforts in recruiting, training/developing, and deploying the best of human resources.

Many training programs were conducted during the year to upgrade knowledge, skills and attitude of our professionals. Contribution made by critical and star performers were recognized through issue of letter of appreciations and cash awards OD intervention and exit interviews helped us to contain attrition within acceptable level.

Capacity building through leadership development programs and 'Train the Trainer' programs were other key focus areas during the year.

QUALITY MANAGEMENT:

As the quality of product or service is highly influenced by the quality of processes to design, develop and maintain them, Kaiser continued to deploy a well documented quality management system. Over the years, our processes have attained maturity which is evidentfrom the improved customer satisfaction index.

AUDITORS:

The Auditors M/s. Suresh Surana & Associates, Mumbai, Chartered Accountants hold the office until the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors. Members are requested to consider their re-appointment and to fix their remuneration for the year ended on 31st March 2013.

The Company has received a confirmation from M/S. Suresh Surana & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(IB) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, Your directors state that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed;

ii. Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31st 2012 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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 frauds and other irregularities;

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

Management Discussion and Analysis Report and Report of the Directors on Corporate Governance:

In accordance with Clause 49 of the listing agreements, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance forms part of this report.

Acknowledgements:

The Company would like to acknowledge all its employees, stakeholders, key partners for their support in a year that has undoubtedly been one of the most challenging and difficult periods, particularly for the Company.

The Directors appreciate the continued guidance received from various regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise Authorities, Income Tax and Sales Tax Authorities.

On Behalf of the Board of Directors

JehangirR. Patel Chairman

Place: Mumbai Date: 27.08.2012


Mar 31, 2011

To The Members of Kaiser Press Limited

The Directors are pleased to present the Eighteenth Annual Report of your Company with the Audited Accounts for the period ended March, 2011.

FINANCIAL RESULTS

FINANCIAL PERFORMANCE AND FUTURE PROSPECTS :

March 31st 2011 June 30th 2010

Sales 37,68,6818 4,34,65,431

Other Income 20,71,404 8,44,366

Profit/Loss before tax (26,91,368) 9,98,815

Prior period adjustment (36,057) ----

Provision for Deferred tax liability 9,45,856 6,62,717

Provision for I .Tax (2,25,000) (2,70,000)

Profit/Loss for the period (2,49,001) 13,91,532

Balance brought forward from last year (75,45,594) (1,03,42894)

Share of Profit from Associate 52,27,689 ----

Balance carried over to Balance sheet (27,72,023) (75,45,594)

Your Company posted a total income of Rs. 3,97,58,222 (for nine months) compared to the income of Rs. 4,43,09,797 for the previous year and the net loss of Rs. (26,91,368) compared to the net profit of Rs. 9,98,815 for the previous year.

Your company has diversified into the field of engineering.

DIVIDEND

Your directors do not recommend any dividend for the period ended March 31st, 2011

BUSINESS PROSPECTS AND PROCESS IMPROVEMENTS

The business growth depends to a large extent on the robustness of the Company's operational processes and the quality of customer service. The Company is therefore been investing in various process improvements and service quality initiatives over the past few years .

Company has already diversified in the engineering filed through its subsidiaries where future Business Prospects and Investments are promising.

EMPLOYEES:

There are no employees whose details are required to be given as per Section 217 (2A) of the Companies Act, 1956.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars required to be stated as per the provisions of Section 217(1) of the Act relating to conservation of energy and technology absorption do not apply to your Company.

Directors

In accordance with the provisions of The Companies Act, 1956 and the Articles of Association of the Company Mrs Anagha Korde is liable to retire by rotation at the ensuing Annual General Meeting and she is eligible for re-appointment.

Necessary resolution for the re-appointment of the aforesaid Director have been included in the notice convening the ensuing Annual General Meeting.

The Board of Directors of the company have decided to increase the remuneration payable to Mr. B.L. Arora with effect from July 2010 for the reminder of his tenure from Rs. 39,000/- with the range upto Rs.75,000/- Necessary resolution for the re-appointment of Mr. B. L. Arora with the remuneration has been included in the notice convening the ensuing Annual General Meeting

None of the Directors of the Company are disqualified from being appointed as Directors as specified in terms of Section 274 (l)(g) of The Companies Act, 1956.

TRAINING AND HUMAN RESOURCE MANAGEMENT :

Morale of our professionals continued to be high. The Company continued to put concerted efforts in recruiting, training/developing, and deploying the best of human resources.

Many training programs were conducted during the year to upgrade knowledge, skills and attitude of our professionals. Contribution made by critical and star performers were recognized through issue of letter of appreciations and cash awards OD intervention and exit interviews helped us to contain attrition within acceptable level.

Capacity building through leadership development programs and 'Train the Trainer' programs were other key focus areas during the year.

QUALITY MANAGEMENT

As the quality of product or service is highly influenced by the quality of processes to design, develop and maintain them, Kaiser continued to deploy a well documented quality management system. Over the years, our processes have attained maturity which is evident from the improved customer satisfaction index.

AUDITORS

The Auditors M/s. Suresh Surana & Associates Mumbai Chartered Accountants hold the office until the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment as the Auditors. Members are requested to consider their re-appointment and to fix their remuneration for the year ended on 31st March 2011.

The Company has received a confirmation from M/S. Suresh Surana & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(lB) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, your directors state that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed;

ii. Accounting policies selected were applied consistently. Reasonable and prudent judgements and

estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31st 2011 and of the loss of the Company for the period ended on that date;

iii. Proper and sufficient care has been taken 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 frauds and other irregularities;

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

Management Discussion and Analysis Report and Report of the Directors on Corporate Governance

In accordance with Clause 49 of the listing agreements, the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance forms part of this report.

Acknowledgements

The Company would like to acknowledge all its employees, stakeholders, key partners for their support in a period that has undoubtedly been one of the most challenging and difficult periods, particularly for the Company

The Directors appreciate the continued guidance received from various regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Excise Authorities, Income Tax and Sales Tax Authorities.

On Behalf of the Board of Directors

JEHANGIR R PATEL Chairman

Place: Mumbai

Date : 29/08/2011

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