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Directors Report of Kopran Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 55th Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars For the Financial For the Financial Year 2013-14 Year 2012-13

Total Revenue 30,330 25,194

Profit before Depreciation, Interest and Tax 4,396 3,601

Net Profit /(Loss) for the period 1,704 1,206

FINANCIAL PERFORMANCE

Standalone

Net revenue from operations on standalone basis increase to Rs. 30,330 Lacs as against Rs. 25,194 Lacs in the previous year, a growth of 20% . The profit after tax for the current year is Rs.1,704 Lacs as against Rs. 1,206 Lacs in the previous year, a growth of 41%.

Consolidated

On consolidated basis your Company achieved net revenue of Rs. 30,481 Lacs as against Rs. 25,203 Lacs a growth of 21% Consolidated net profit after tax for the current year is Rs.1,718 Lacs as against Rs.1, 112 Lacs in the previous year, a growth of 54%.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K) Ltd. and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the company.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Therefore Board of Directors at its Meeting held on 28th May, 2014 has decided not to attach Annual Report of the Subsidiary Companies with this Annual Report.

A shareholder can inspect the accounts of Subsidiary Companies at the Registered Office of the Company and Company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. are prepared according to relevant Accounting Standards are attached hereto.

DIVIDEND

In view of the past losses the Board of Directors do not recommend any dividend on equity or preference shares

CREDIT RATING

CRISIL has assigned the Long Term Credit Rating CRISIL BBB- and Short Term Credit Rating is CRISIL A3.

SECRETARIAL AUDIT

GMJ & Associates Practicing Company Secretaries, conducted secretarial audit, pursuant to the provisions of section 383A of the Companies Act, 1956 for the Financial Year 2013-14. GMJ & Associates has submitted the report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities.

DIRECTORS'' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. The Directors 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 period under review and of the profit or loss of the company for that period.

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

IV. The Directors have prepared the Accounts for the period ended 31st March, 2014 on a going concern basis.

CASH FLOW STATEMENT

In conformity with provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2014 is included in this Annual Report.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company enjoyed warm and healthy relations with its employees at all locations and Directors take this opportunity to record their appreciation for the outstanding contribution made by employees at all levels.

DIRECTORS

The Board of Directors of your Company have re-appointed Mr. V.N. Khanna, Dr. A.K. Mehta, Independent Directors and Mr. Surendra Somani, Executive Vice-Chairman of the Company, who being eligible, offer themselves for re-appointment.

The appropriate resolutions for their re-appointment as Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other informations have been detailed in the Notice. The Board of Directors recommends for their appointments as Directors in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2014-2015.

The observation of the Auditors in their Report on accounts read with relevant notes are self explanatory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor''s Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure I and forms part of this Report.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are required to be attached to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Annual Accounts of your Company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and their associates.

For & on behalf of the Board Surendra Somani Executive Vice Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai- 400018

Place : Mumbai D ate : 28th May, 2014


Mar 31, 2013

TO, THE MEMBERS

The Directors have pleasure in presenting the 54th Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lakhs)

Particulars For the Financial For the Financial Year 2012-13 Year 2011-12

Total Revenue 25,194 20,447

Profit before Depreciation, Interest and Tax 3,601 2,725

Net Profit /(Loss) for the period 1,206 617

DIVIDEND

In view of the past losses the Board of Directors do not recommend any dividend on equity or preference shares.

FINANCIAL PERFORMANCE Standalone

The company achieved total revenue of Rs. 25,194 lakhs in the current year as against total revenue of Rs. 20,447 lakhs in the previous year. During the year, the company earned net profit of Rs. 1,206 lakhs (Previous Year: Rs. 617 lakhs), thus achieving a growth of 96% in profits.

Consolidated

Consolidated revenue for the year was Rs. 25,203 lakhs as against consolidated revenue of Rs. 20,456 lakhs in the previous year. Consolidated net profit for the year was Rs. 1,114 lakhs (Previous Year: Rs. 534 lakhs) thus achieving a growth of 109% in consolidated profits.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K) Ltd. and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the company.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Therefore Board of Directors at its Meeting held on 29th May, 2013 has decided not to attach Annual Report of the Subsidiary Companies with this Annual Report.

A shareholder can inspect the accounts of Subsidiary companies at the Registered office of the company and company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and prepared according to relevant Accounting Standards are attached hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. The Directors 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 period under review and of the profit or loss of the company for that period.

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

IV. The Directors have prepared the Accounts for the period ended 31st March, 2013 on a going concern basis.

CASH FLOW STATEMENT

In conformity with provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2013 is included in this Annual Report.

LISTING

Your Company is listed with Bombay Stock Exchange Ltd at P.J.Towers, Dalal Street ,Mumbai-400001 and National Stock Exchange of India Limited at Bandra Kurla Complex, Bandra (E),Mumbai. Listing Fee for the year 2013-14 has been paid by the Company within the time prescribed by the Stock Exchanges.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company enjoyed warm and healthy relations with its employees at all locations and Directors take this opportunity to record their appreciation for the outstanding contribution made by employees at all levels

DIRECTORS

Mr. Susheel G.Somani and Mr. Amit Rajan, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

Mr.Vijay Kumar Bhandari has been appointed as a Director in the company w.e.f. 12th February, 2013. Mr. Ajit Jain has been reappointed as the Whole time Director of the Company w.e.f. 1st February, 2013.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2013-2014.

The observations of the Auditors in their Report and Notes there on are self explanatory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor''s Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure I and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

As none of the employee was paid remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act 1956 , hence particulars under this section read with Particulars of employees(Rules), 1975 need not to be given.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

Registered Office: For & on behalf of the Board

Parijat House, 1076,

Dr. E. Moses Road,

Worli, Mumbai- 400018 Susheel G. Somani

Chairman Place : Mumbai

Date : 29th May, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 53rd Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31-March-2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars For the Financial For the Financial Year 2011-12 Year 2010-11

Total income 20,447 19,876

Profit before Depreciation, Interest and Tax 2,725 2,497

Profit /(Loss) for the period 617 540

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

FINANCIAL PERFORMANCE

Standalone

The company achieved total revenue of Rs. 20,447 lacs in the current year as against total revenue of Rs. 19,876 lacs in the previous year.

During the year, the company earned net profit to 7617 lacs (Previous Year: Rs. 540 lacs), thus achieving a growth of 14% in profits.

Consolidated

Consolidated revenue for the year was 720,456 lacs as against consolidated revenue of Rs. 19,883 lacs in the previous year.

Consolidated net profit for the year was 7534 lacs (Previous Year: Rs. 453 lacs), thus achieving a growth of 18% in consolidated profits.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd. and Kopran Lifesciences Ltd. are the existing subsidiaries of the company and are wholly owned.

As required under Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under section 211(3C) of the Companies Act, 1956. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A shareholder can inspect the accounts of Subsidiary companies at the Registered office of the company and company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. are prepared according to relevant Accounting Standards are attached hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31-March-2012, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. The Directors 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 period under review and of the profit or loss of the company for that period.

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

IV. The Directors have prepared the Accounts for the period ended 31-March-2012 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor's Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

PARTICULARS OF EMPLOYEES

As none of the employee was paid remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956, hence particulars under this section read with Particulars of Employees (Rules), 1975 need not to be given.

DIRECTORS

Mr. V.N. Khanna and Dr. A.K. Mehta, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

Dr. Suresh Parikh has resigned from the Board of Directors of the company w.e.f. 13th July, 2012.

Mr.Amit Rajan has been appointed as a Director in the company w.e.f. 13th July, 2012.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2012-2013.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and employees of the Company.

For and on behalf of the Board

Susheel G. Somani Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai - 400 018

Date: 13 July, 2012


Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the 52nd Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars For Year ended For Year ended 31st March, 2011 31st March, 2010

Total Operating Income 19473 16429

Profit before Depreciation, Interest & Tax 2385 2052

Profit / (Loss) After Tax but before exceptional item 540 322

Exceptional Items of Income - 675

Profit / (Loss) for the period 540 997

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

REVIEW OF OPERATIONS

During the year, the company achieved a net profit before exceptional items of Rs. 540 lacs as against the net profit of Rs. 322 lacs in the previous year. The company achieved Operating Revenue of Rs. 19473 lacs against Rs. 16429 lacs in the previous year, thus achieving a growth of about 19% during the year.

SUBSIDIARIES

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under section 211(3C) of the 'Companies Act, 1956'. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account 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 ended 31 st March, 2011 is included in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 IT IS HEREBY CONFIRMED THAT :

I. In the preparation of the Final Accounts for the year ended 31st March, 2011, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. The Directors 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 period under review and of the profit or loss of the company for that period.

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

IV. The Directors have prepared the Accounts for the period ended 31st March, 2011 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor's Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as Annexure IV.

DIRECTORS

Mr. Adarsh Somani, Whole Time Director of the company has resigned w.e.f. 14th May, 2011, Mr. Susheel G.Somani and Dr. Suresh K. Parikh, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2011-12.

The observation of Auditors in their Report at Item No. 4f and the relevant Note No. 9 of Schedule No. 18 are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behalf of the Board

Susheel G. Somani Surendra Somani Chairman Executive Vice-Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai - 400 018

Date : 29th July, 2011




Mar 31, 2010

The Directors have pleasure in presenting the 51st Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31-March-2010

FINANCIAL RESULTS

( Rs. in Lakhs)

Particulars For year ended For year ended

31-March-2010 31-March-2009

Total Operating Income 16429 11883

Profit before Depreciation, Interest & Tax 2052 647

Profit (Loss) After Tax but before exceptional item 322 (1319)

Exceptional Items of Income 675 -

Profit / (Loss) for the period 997 (1319)

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

REVIEW OF OPERATIONS

During the year, the companys operations turned around and the company achieved a net profit before exceptional items of Rs. 332 lacs as against the net loss of Rs. 1319 lacs in the previous year. The net profit after exceptional items, during the year, was Rs. 997 lacs. The turnaround was achieved on the back of higher volumes and better margins. The company achieved Operating Revenue of Rs. 16429 lacs against Rs.11883 lacs in the previous year, thus achieving a growth of 38% during the year.

CREDIT RATING

Koprans credit rating has improved and Crisil has upgraded and assigned rating of B- (stable) to the companys bank borrowings in July, 2010 which was upgraded from B-(negative).

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 the Audited Statements of Accounts along with the Reports of the Directors and the Auditors thereon, of the subsidiary companies viz. Kopran Research Laboratories Ltd. and Kopran (H. K.) Ltd are attached herewith and form part of this Report. A statement containing details of subsidiaries, as required u/s 212 of the Companies Act 1956, is also annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed that:

I. In the preparation of the Final Accounts for the year ended 31-March-2010, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. The Directors 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 period under review and of the profit or loss of the company for that period.

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

IV. The Directors have prepared the Accounts for the period ended 31-March-2010 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation Of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure Ml and forms part of this Report.

PARTICULARS OF EMPLOYEES

The particulars of employees qualifying under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as Annexure IV.

DIRECTORS

Mr. V. N. Khanna and Dr. A. K. Mehta, Directors, retire by rotation and being eligible offer themselves for reappointment. Mr. Ajit Jain, COO of the company, was appointed as Director & COO of the company w.e.f. 01st February, 2010 and his appointment is subject to the approval of shareholders and Central Government. Mr. Ajit Jain as a Director shall be liable to retire by rotation.

The Board of Directors commend their appointments as Directors, as being in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2010-11.

The observations of Auditors in their Report at Item No. 4 f (i,ii,iii) and the relevant Notes to Accounts at Item Nos. 9 ,10 and 18 of Schedule No. 18 are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behaif of the Board

Susheel G. Somani Surendra Somani

Chairman Executive Vice-Chairman

Registered Office:

Parijat House, 1076, Dr. E. Moses Road,

Worli, Mumbai 400 018

Date: 10th August, 2010



 
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