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Directors Report of KMG Milk Food Ltd.

Mar 31, 2015

The Directors hereby present their 23rd Annual Report on the business and operations of the company and financial results for the year ended 31st March 2015.

01. FINANCIAL HIGHLIGHTS:

(Rs. In lacs) Particulars For the Year For the Year Ended 31.03.2015 Ended 31.03.2014

Total Revenue 187.17 200.63

Total Expenditure excluding 50.18 46.42

Depreciation, Amortization Expenses and Financial - - Charges

Depreciation and 65.40 48.63 Amortization Expenses

Financial Charges - 0.04

Profit/(Loss) before 71.58 105.56

Extraordinary Item

Extraordinary Item - -

Profit/(Loss) before Tax 71.58 105.56

Tax Expenses 27.31 4.24

Net Profit/(Loss) after Tax 44.26 101.32

02. PERFORMANCE:

During the period under report the Company achieved a turnover of Rs 187.17 lacs as compared to Rs. 200.63 Lacs for the previous year.

Your Company performed good as industry position during the year, However your Directors is of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

03. DIVIDEND AND RESERVES

As per the working capital requirements in the Company, your Directors do not recommend any dividend for the period under report and reserve as per Financial Statement.

04. MEETINGS

During the year, Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

05. DIRECTORS:

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mr. Bharat Bhushan Raina, Director of the Company, retires by rotation and being eligible offers himself for reappointment.

And Company will re-appoint Mr. Basudev Garg as Whole Time Director of The Company in forthcoming Annual General Meeting.

Your directors solicit your approval for the reappointment of the director.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership/ chairmanship of the Board Committees, shareholding under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

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

In compliance with the provisions of section 134 of the Companies Act, 2013, there is no transaction of such items during the period.

07. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 197 of the Companies Act, 2013.

08. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 134 of the Companies Act, 2013 regarding the Directors' Responsibility Statement it is hereby stated:

· that in the preparation of the annual accounts for the year ended 31.03.2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

· that the Directors have selected and applied such accounting policies consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

· that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

· that the Directors have prepared the annual accounts on a going concern basis.

· that 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.

· that 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.

09. SECRETARIAL AUDITORS

The Board of Directors of your Company has appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Report of the Secretarial Auditor is annexed to the Report as per Annexure "A".

10. AUDITORS

The Auditors, M/s. Rajan K Gupta & Co, Chartered Accountants, having registration No 005945C, hold office until the conclusion of the Next General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under the Companies Act.

The Board recommends the appointment of M/s. Rajan K Gupta & Co, Chartered Accountants, the Statutory Auditors of the Company for the Financial Year 2015-2016.

11. AUDITORS' REPORT

There is no qualification or adverse remarks on the stand-alone financials of the Company.

12. LISTING

The securities of the Company are listed at BSE Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. During the year Jaipur Stock Exchange and Ludhiana Stock Exchange was De- recognised by SEBI. The Shares of the Company have been traded at BSE trading platform.

13. CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code. And a Report on Corporate Governance Annexed as Annexure-B.

14. INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s Ankit P Jain & Co., Chartered Accountants, New Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016.

15. BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.

The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.

16. RELATED PARTY TRANSACTION

Company does all transaction at Arm Length Price if any transaction having related party transaction under section 188 of Companies Act, 2013 than mention in Form AOC-2 as Annexure- "C".

17. EXTRACT OF ANNUAL RETURN

The details forming Part of the Extracts of Annual Return (Form-MGT-9) is annexed as per Annexure "D".

18. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report. as per Annexure "E".

19. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

20. PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 73 of the Companies Act, 2013

21. PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

22. INVESTOR GRIEVANCES

The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal.

23. CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode are requested to claim their share certificates from the R&T Agent of the company viz. M/s Skyline Financial Services Private Limited. We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ un exchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

25. ACKNOWLEDGEMENT:

The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers looks forward for their continued support/co- operation.

For & On Behalf of Board of Directors

Of KMG Milk Food Limited

Basudev Garg

Chairman & Whole Time Director

DIN: 00282038 Date: 29.08.2015

Place: Kurukshetra (Haryana)


Mar 31, 2014

Dear Members,

The Directors hereby present their 22nd Annual Report on the business and operations of the company and financial results for the year ended 31st March 2014.

01. FINANCIAL HIGHLIGHTS:

(Rs. In lacs)

Particulars For the Year Ended For the Year Ended 31.03.2014 31.03.2013

Total Revenue 200.63 203.80

Total Expenditure excluding Depreciation, Amortization Expenses and Financial Charges 46.42 68.81

Depreciation and Amortization Expenses48.63 49.97

Financial Charges 0.04 0.05

Profit/(Loss) before Extraordinary Item 105.56 84.97

Extraordinary Item - 189.70

Profit/(Loss) before Tax 105.56 (104.72)

Tax Expenses 4.24 (14.36)

Net Profit/(Loss) after Tax 101.32 (90.36)

02. PERFORMANCE:

With continuous efforts of the management of the Company during the period under report the Company achieved a turnover of Rs 200.63 lacs as compared to Rs. 203.79 Lacs for the previous year.

Your Company performed good during the year, However your Directors is of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

03. DIVIDEND:

As per the working capital requirements in the Company, your Directors do not recommend any dividend for the period under report.

04. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

05. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. M S Venkateswaran and Mr. M C Saxena, Director of the Company, retires by rotation and being eligible offers himself for reappointment.

Your directors solicit your approval for the reappointment of the director.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership/ chairmanship of the Board Committees, shareholding under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

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

In compliance with the provisions of section 217(1)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

07. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

08. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the Directors have selected and applied such accounting policies consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- that the Directors have prepared the annual accounts on a going concern basis.

- that 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.

- that 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.

09. CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code.

10. AUDITORS

The Auditors, M/ s. Rajan K Gupta & Co, Chartered Accountants, having registration No 005945C, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under the Companies Act.

The Board recommends the appointment of M/s. Rajan K Gupta & Co, Chartered Accountants, the Statutory Auditors of the Company for the Financial Year 2014-15.

11. AUDITORS'' REPORT

There is no qualification or adverse remarks on the stand-alone financials of the Company.

12. LISTING

The securities of the Company are listed at BSE Limited, Delhi Stock Exchange Limited, Ludhiana Stock Exchange Limited, Jaipur Stock Exchange Limited, and Ahmedabad Stock Exchange Limited. The trading of securities of the Company has been revoked from BSE Limited and Shares of the Company have been traded at BSE trading platform.

13. CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode are requested to claim their share certificates from the R&T Agent of the company viz. M/s Skyline Financial Services Private Limited. We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ unexchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

14. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices / reports / documents / intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

15. PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

16. PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

17 INVESTOR GRIEVANCES

The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal.

18. ACKNOWLEDGEMENT:

The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers and looks forward for their continued support/co- operation.

For & On Behalf of Board of Directors Of KMG Milk Food Limited

Basudev Garg Whole Time Director DIN: 00282038

Date : 29.08.2014

Place: Kurukshetra (Haryana)


Mar 31, 2013

The Directors hereby present their 21st Annual Report on the business and operations of the company and financial results for the year ended 31st March 2013.

01. FINANCIAL HIGHLIGHTS:

(Rs. In lacs)

Particulars For the Year For the Year Ended 31.03.2013 Ended 31.03.2012

Total Revenue 203.80 121.89

Total Expenditure excluding Depreciation, Amortization Expenses and Financial Charges 68.81 66.78

Depreciation and Amortization Expenses 49.97 53.56

Financial Charges 0.05 0.03

Profit/(Loss) before Extraordinary Item 84.97 1.52

Extraordinary Item 189.70 0.00

Profit/(Loss) before Tax (104.72) 1.52

Tax Expenses (14.36) (6.08)

Net Profit/(Loss) after Tax (90.36) 7.60



02. PERFORMANCE:

With continuous efforts of the management of the Company during the period under report the Company achieved a turnover of Rs 203.60 lacs as compared to Rs. 121.88 Lacs for the previous year.

Your Company performed good during the year, however your Company could not earn much profit due to imposition of cess as at 31.03.2013 except the milk cess of Rs 1,50,84,375/- against the supreme court order dated 07-09-2012. Your Directors is of the opinion that the company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years.

03. DIVIDEND:

As the Company is suffering from loss, your Directors do not recommend any dividend for the period under report.

04. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

05. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. R. Sundra Raj and Mr. B. B. Raina, Director of the Company, retires by rotation and being eligible offers himself for reappointment.

Your directors solicit your approval for the reappointment of the director.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership / chairmanship of the Board Committees, shareholding under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

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

In compliance with the provisions of section 217(1)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

07. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

08. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2013, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

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

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- that the Directors have prepared the annual accounts on a going concern basis.

09. CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code.

10. AUDITORS

The Auditors, M/s. Rajan K Gupta & Co, Chartered Accountants, having registration No 005945C, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s. Rajan K Gupta & Co, Chartered Accountants, the Statutory Auditors of the Company for the Financial Year 2013-14.

11. AUDITORS'' REPORT

There is no qualification or adverse remarks on the stand-alone financials of the Company.

12. LISTING

The securities of the Company are listed at BSE Limited, Delhi Stock Exchange Limited, Ludhiana Stock Exchange Limited, Jaipur Stock Exchange Limited, and Ahmedabad Stock Exchange Limited. The trading of securities of the Company has been revoked from BSE Limited and trading of Shares have been commenced at BSE trading platform w.e.f 28th September 2012.

13. CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode are requested to claim their share certificates from the R&T Agent of the company viz. M/s Skyline Financial Services Private Limited. We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ unexchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

14. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

15. PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

16. PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

17 INVESTOR GRIEVANCES

The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal.

18. ACKNOWLEDGEMENT:

The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers and looks forward for their continued support/ co- operation.



For & On Behalf of Board of Directors

Of KMG Milk Food Limited



Sd/-

Basudev Garg

Whole Time Director

Date: 26.08.2013

Place: Kurukshetra (Haryana)


Mar 31, 2012

The Directors hereby present their 20th Annual Report on the business and operations of the company and financial results for the year ended 31st March 2012.

01. FINANCIAL HIGHLIGHTS:

(Rs. In lacs)

Particulars For the Year Ended For the Year Ended 31.03.2012 31.03.2011

Total Income 121.88 81.24

Total Expenditure 120.36 110.38

Profit/(Loss) before Tax 1.52 (29.14)

Deferred Tax Assets (6.08) (22.57)

Net Profit/(Loss) 7.60 (6.57)

02. PERFORMANCE:

With continuous efforts of the management of the Company during the period under report the Company achieved a turnover of Rs. 121.88. lacs including job work / processing against Rs. 81.24 lacs in previous year.

03. DIVIDEND:

As the Company is not having sufficient profits, your Directors do not recommend any dividend for the period under report.

04. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

05. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Company's Articles of Association, Mr. M. S. Venkateswaran, director of the Company, retires by rotation and being eligible offers himself for reappointment.

Your directors solicit your approval for the reappointment of the director.

Brief resume of Directors proposed to be re-appointed, nature of their experience in their specific functional areas, name of the companies in which they hold directorship and membership / chairmanship of the Board Committees, shareholding and relationship between Directors inter-se as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

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

In compliance with the provisions of section 217(1)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

07. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

08. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2012, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

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

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- that the Directors have prepared the annual accounts on a going concern basis.

09. CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code.

10. AUDITORS

The Auditors, M/ s. Rajan K Gupta & Co, Chartered Accountants, having registration No 005945C, hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s. Rajan K Gupta & Co, Chartered Accountants, the Statutory Auditors of the Company for the Financial Year 2012-13.

11. AUDITORS' REPORT

There is no qualification or adverse remarks on the stand-alone financials of the Company.

12. LISTING

The securities of the Company are listed at BSE Limited, Delhi Stock Exchange Limited, Ludhiana Stock Exchange Limited, Jaipur Stock Exchange Limited, and Ahmedabad Stock Exchange Limited. The trading of securities of the Company has been revoked from BSE Limited and soon the trading of securities will commence.

13. CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode are requested to claim their share certificates from the R&T Agent of the company viz. M/s Skyline Financial Services Private Limited. We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ unexchanged shall be transferred to "Unclaimed Suspense Account" and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

14. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices / reports / documents / intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

15. PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

16. PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

17 INVESTOR GRIEVANCES

The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal.

18. ACKNOWLEDGEMENT:

The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers and looks forward for their continued support/ co- operation.

For and on behalf of the Board of Directors

Place: Haryana Sd/-

Date: 25/08/2012

(BASUDEV GARG)

Chairman & Whole time Director


Mar 31, 2011

The Directors hereby present their 19th Annual Report on the business and operations of the company and financial results for the year ended 31st March 2011.

01. FINANCIAL HIGHLIGHTS:

(Rs. In lacs) Particulars For the Year For the Year Ended 31.03.2011 Ended 31.03.2010

Total Income 81.24 100.17

Total Expenditure 110.38 85.61

Profit & Loss before Interest & Depreciation (29.14) 14.55

Deferred Tax Assets (22.56) (10.95)

Profit & Loss After Tax /(-) (6-57) 25.50

02. PERFORMANCE:

With continuous efforts of the management of the Company during the period under report the Company achieved a turnover of Rs. 81.24. lacs including job work / processing against Rs. 100.17 lacs in previous year.

03. DIVIDEND:

As the Company is not having profits, your Directors do not recommend any dividend for the period under report.

04. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Company's Articles of Association, Mr. B. B. Raina and . M. S. Venkateswaran, director of the Company, retires by rotation and being eligible offers himself for reappointment.

Your directors solicit your approval for the reappointment of the director.

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

In compliance with the provisions of section 217(l)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

06. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

07. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2011, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

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

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- that the Directors have prepared the annual accounts on a going concern basis.

08. AUDIT COMMITTEE:

The Company has an Audit Committee of Directors consisting of Mr. Basudev Garg, Whole time Director, Mr. B. B. Raina and Mr. M. S. Venkateshwaran, Directors of the Company.

09. PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

10. INVESTOR GRIEVANCES

The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal.

11. ACKNOWLEDGEMENT:

The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers and looks forward for their continued support/ co- operation.

For and on behalf of the Board of Directors

Place: Haryana Sd/- Date: 13/08/2011 (BASUDEV GARG) Chairman & Whole time Director


Mar 31, 2010

The Directors hereby present their 18th Annual Report on the business and operations of the company and financial results for the year ended 31st March 2010.

01. FINANCIAL HIGHLIGHTS:

(Rs. In lacs)

Particulars For the Year For the Year Ended 31.03.2010 Ended 31.03.2009

Total Income 100.17 120.10

Total Expenditure 85.61 85.86

Profit & Loss 14.55 34.24 before Interest & Depreciation

Tax Expenses (10.95) (10.32)

Profit & Loss (25.50) (44.56) After Tax /(-)

02. PERFORMANCE:

With continuous efforts of the management of the Company during the period under report the Company achieved a turnover of Rs. 100.17 lacs including job work/processing against Rs. 120.10 lacs in previous year.

03. DIVIDEND:

As the Company is not having sufficient profits, your Directors do not recommend any dividend for the period under report.

04. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Company's Articles of Association, Sh. S V Joshi and Mr. R Sundra Raj, director of the Company, retires by rotation and being eligible offers himself for reappointment.

Your directors solicit your approval for the reappointment of the director.

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

In compliance with the provisions of section 217(l)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

06. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

07. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2008, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

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

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- that the Directors have prepared the annual accounts on a going concern basis.

08. AUDIT COMMITTEE:

The Company has an Audit Committee of Directors consisting of S/Sh. Basudev Garg, Whole time Director, Shashikant Vishnu Joshi and M. S. Venkateshwaran, Directors of the Company.

09. PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

10 INVESTOR GRIEVANCES

The Company and investors relation has been cordial during the period under report and there are no complaints pending for redressal.

12. ACKNOWLEDGEMENT:

The Board gratefully acknowledges the support and cooperation extended by the Government Authorities, Financial Institutions, Banks, Distributors and Suppliers and looks forward for their continued support/co-operation.

(BASUDEV GARG) Chairman & Whole time Director

Date: 19/08/2010

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