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Directors Report of Lawreshwar Polymers Ltd.

Mar 31, 2016

To,

All the Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report of the company together with the Audited financial statement for the financial year ended on 31st March 2016.

CORPORATE OVERVIEW

Lawreshwar Polymers Limited (“Your Company”) is growing Indian Company which is indulging in the Footwear Manufacturing. Your company having its registered office at Jaipur.

FINANCIAL SUMMARY

Particulars

2015-2016 (Audited)

2014-2015 (Audited)

Sales

10009.09

8365.79

Profit before Depreciation &Tax

677.30

469.93

Profit before Tax

471.25

321.55

Provision for Tax (Current & Deferred Tax)

165.89

107.07

Net Profit

305.36

214.48

Appropriation

Dividend

NILL

NILL

Balance b/f from the previous year

1085.16

870.68

Transferred to General Reserve

2.78

2.78

Transferred to Reserve & Surplus

1390.52

1085.16

STATE OF COMPANIES AFFAIRS

For the year ended as on March 31, 2016 the company has recorded a strong revenue and margin performance. Your Company made net profit Rs. 305.36 Lacks and last year net profit was Rs. 214.48Lacs which is clearly showing increased net profit by approximately 42%. This Year turnover of our company is Rs.10009.09 Lacs and last year turnover was 8365.79 the same is also showing increased turnover by approximately 19%

SHARE CAPITAL& UNCLAIMED SHARES

During the year under review, your Company''s Authorized Share Capital has remain unchanged at 15,00,00,000 (Rupees Fifteen Crore) comprising 1,50,00,000 Equity Shares of 10/- each. During the year under review, your Company''s paid up equity share capital has also remained unchanged at 13,67,87,990 (Rupees Thirteen Crore Sixty Seven Lacs Eighty seven Thousand Nine Hundred Ninety only) comprising 13,67,87,99 Equity Shares of 10/- each.

Details of Unclaimed shares

Sr. No.

Application no.

Inv Name

Shares

Lot no

Book No

Sr. No

1

548607

Radha Chivukula

400

114

1024

25

FINANCE:

Cash and cash equivalents as at March 31, 2016 was Rs. 145.96 Lakh. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIVIDEND& RESERVE

To conserve the resources of the Company for its future growth, the Board of Directors of the Company are not recommending any dividend for the financial year 2015-2016.

During the year under review Rs. 278373/- was transferred from Revaluation Reserve to General Reserve and Rs. 1 also transferred to General Reserve

INVESTOR EDUCATION AND PROTECTION FUND

There is no such amount lying with the company and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government

RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 &Regulation 17& 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the company has constituted a Risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

A Major Fire Occurred on 15.05.2016 at UNIT 4. SD-41, Kaladera Industrial Area, Tehsil Chomu, District Jaipur, Rajasthan.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Company has an internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTOR''S & KMP

Re-Appointment of Mr. Raj Kumar Agarwalas Managing director of the Company will be made for a period of five years with effect from 1st December, 2016 in the ensuing AGM. The tenure of present appointment of Shri Raj Kumar Agarwal as Managing Director will expire on 30th November, 2016.

As per Article 107 and 108 of Article of Association of the Company Shri Naresh Agarwal, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

The board of the company has met as many as Nineteen times and the details of the same are given in Corporate Governance Report Annexure “G”.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

COMPOSITION OF COMMITTEE

This is forming part of Report on corporate governance as given in Annexure “G”

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. The company has taken initiative for safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipments etc. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. There were 347 regular employees as at March 31, 2016.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under “The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013”.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of annual general meeting of the company pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof, shall make specific request to the Company Secretary and Compliance officer of the Company in this regard.

COMMITMENT TO QUALITY AND ENVIRONMENT

Lawreshwar Polymers Limited recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001 and ISO 14001.Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on your company for the Financial Year 2015-2016.

STATUTORY AUDITOR

M/s A. Bafna & Company, Chartered Accountants, Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the provision of Companies Act 2013. M/s A. Bafna & Company, Chartered Accountants have also, under section139 (1) of the Companies Act, 2013, furnished a certificate of their eligibility for re appointment.

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Naredi Vinod & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Audit report is annexed herewith as “Annexure E”

COST AUDITORS.

Pursuant to provisions of section 148 of the Companies Act, 2013. The Board of Directors has received recommendation from Audit Committee, to appoint M/s Rajesh & Company, Cost Accountants, as the Cost Auditors of the company for the Financial year 2016-2017 and approved the appointment of M/s Rajesh & Company, Cost Accountants, as the Cost Auditors of the company for the Financial Year 2016-2017 at a remuneration of Rs. 45000/- inclusive of all the expenses. The proposed remuneration of the Cost Auditors would be ratified by the members in the ensuing AGM.

EXPLANATION REGARDING THE QUALIFICATION

The auditor has given a qualified Audit Report against the amount standing in the Other Assets and the Management''s explanation for the same is given under Note 15.of notes on Financial Statements as under:

There had occurred a fire on 24.02.2008 at the registered office & factory premises of the company. The Insurance Company has passed the claim of the company and there is a shortfall of Rs. 1.86.74.521 against the said claim. No provision is made for the same, as the company has not accepted the assessment of loss from insurances companies and has invoked the arbitration clause of the insurance contract and company is of opinion that they will receive the balance amount of Rs. 1.86.74.521 from the insurance companies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In compliance with Section 186 of the Companies Act, 2013Thecompany has made investments in securities of other body corporate(s) and Loan and advances, the details of which are given in Note ''12''& ''13'' respectively to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.The details of the investments made by company are given in the notes to the financial statements.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary as on 31.03.2016

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were in the ordinary course of the business and on arm''s length basis. If the transaction is not on ordinary course of business then it is on arm''s length basis. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Disclosure of Related Party Transaction as per accounting standard is made under Note 29 of Financial statement and under AOC-2 forming part of this Board report Annexure “F”

EXTRACT OF ANNUAL RETURN

The Details forming part of extract of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-D and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure “B” to this report.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2016, 99.99% of the share capital stands dematerialized.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure “G”& “H” respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

CAUTIONARY STATEMENT

Statements in this report, describing the Company''s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company''s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c)

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2016 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

e) The director has laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

f) The director has devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively

INTERNAL FINANCIAL CONTROL

The report on Internal Financial Control form part of Independent Audit report, Annexure II

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.leharfootwear.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Declaration by Chief Executive officer regarding compliance by board members and senior management personnel with the company''s code of conduct is given in Annexure “C”

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

PAYMENT OF LISTING FEE

Your company has paid Annual listing fee of BSE for the F.Y. 2016-17

ACKNOLEDGEMENT

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By the order of the Board

For Lawreshwar Polymers Limited

Sd\-

(Ramesh Chand Agarwal)

Place: Jaipur Chairman

Dated: 16.05.2016 DIN: 00108287


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report of the company together with the Audited financial accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013 (Audited) (Audited)

Sales 7705.19 6845.64

Profit before Depreciation & Tax 382.27 324.71

Profit before Tax 262.82 215.09

Provision for Tax (Currant & Deferred Tax) 92.57 77.85

Not Profit 170.25 137.24

Appropriation

Dividend NILL NILL

Balance b/f from the previous year 700.42 563.18

Transferred to General Reserve NIL NIL

Transferred to Reserve & Surplus 870.68 700.42

Operational Review

For the year ended as on March 31,2014 the company has recorded a strong revenue and margin performance. Your Company has achieved turnover of Rs. 7705.19 Lacs as against 6845.64 Lacs in the previous year. The Net Profit of the Company has shot up by approx 24% amounting to Rs 170.25 Lacs as against Rs. 137.24 Lacs in the previous year due to increase of approx 12.55 % in the turnover of the Company.

Directors

As per Article 107 and 108 of Article of Association of the Company Shri Naresh Agarwal and Shri G.S. Kandoi, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Share Capital

During the year under review, your Company''s Authorised Share Capital has remain unchanged at 15,00,00,000 (Rupees Fifteen Crores) comprising 1,50,00,000 Equity Shares of 10/- each. During the year under review, your Company''s paid up equity share capital has also remained unchanged at 13,67,87,990 (Rupees Thirteen Crores Sixty Seven Lacs Eighty seven Thousand Nine Hundred Ninety only) comprising 13,67.87,99 Equity Shares of 10/- each.

Meetings

The board of the company has met as many as Twenty one times and the details of the same are given in Annexure "F".

Explanation regarding the Qualification

The auditor has given a qualified Audit Report against the amount standing in the Other Assets and the Management''s explanation for the same is given under Note 15. of notes on Financial Statements as under:

There had occurred a fire on 24.02.2008 at the registered office & factory premises of the company. The Insurance Company has passed the claim of the company and there is a shortfall of Rs. 1,86,74,521 against the said claim. No provision is made for the same, as the company has not accepted the assessment of loss from insurances companies and has invoked the arbitration clause of the insurance contract and company is of opinion that they will receive the balance amount of Rs. 1,86,74,521 from the insurance companies.

Directors Responsibility Statement

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

a) in the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31st. 2014 and of the Profit of the Company for the year ended on that date.

c) 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 irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

None of the Employee of the Company has been paid such remuneration which attracts the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn''t arise.

Auditor and Auditor''s Report

M/s A. Bafna & Company. Chartered Accountants, Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the provision of Companies Act 2013. M/s A. Bafna & Company, Chartered Accountants have also, under section 139 (1) of the Companies Act, 2013, furnished a certificate of their eligibility for re appointment.

Notes on Accounts and significant Accounting Policies are self explanatory hence not require any further clarification.

Dividend

To conserve the resources of the Company for its future growth, the Board of Directors of the Company are not recommending any dividend for the financial year 2013-2014.

Public Deposits

During the year ended March 31st 2014, your Company has not accepted any deposits from the public.

Management Discussion and Analysis

A detailed review of operational performance and future outlook of the Company is given under the "Management Discussion and Analysis Report" which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "B" to this report.

Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By the order of the Board For Lawreshwar Polymers Limited

Place: Jaipur (Ramesh Chand Agarwal) Chairman Dated: 24.05.2014 DIN: 00108287


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of the company together. with the Audited financial accounts for the financial year ended on 31st March 2010.

FINANCIAL RESULTS: Rs.In lacs

2009-2010 2008-2009

(Audited) (Audited)

Sales 3021.51 2836.13

Profit before Depreciation & Tax 170.46 85.76

Profit before Tax 94.42 9.40

Provision for Tax (Current & Deferred Tax) 19.59 8.23

Net Profit 74.83 15.27

Appropristion

Dividend NIL NIL

Balance b/f from the previous year 216.60 201.33

Transferred to General Reserve NIL NIL

Transferred to Reserve & Surplus 291.43 216.60

Operational Review

Your Company has achieved turnover of Rs. 3021.52 Lacs as against Rs. 2836.13 Lacs in the previous year. The Net Profit of the Company is Rs 74.83 Lacs as against Rs 15.27 Lacs in the previous year.

Tribute to Shri K.P.SINGH

The Board of Directors noted with deep regret the sad demise of the Companys independent Director, Shri K.P.SINGH on July 03.2010. Mr. K.P.SINGH was a visionary, philanthropist, apart from being a leading industrialist Spiritual strength and moral values were part of his personal credo. Mr. K.P.SINGH was known for his dignified unassuming personality, intellect, meticulous planning, deep regard for punctuality, business acumen and dynamic leadership.

Mr, Sidharth Singh has been appointed as Additional Director of the Company w.e.f. July 03, 2010 In place of Shri K.P.Singh as Non Executive Independent Director

Directors

As per Article 107 and 108 of Article of Association of the Company Shri Ramesh Chand Agarwal and Shri Radhe Shyam Mangal, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Directors Responsibility Statement.

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

a) in the preparation of Annual Accounts of the Company the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, If there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2010 and of the Profit of the Company for the year ended on that date.

c) 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 Irregularity.

d) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesnt arise.

Auditor and Auditors Report

M/s A. Bafna & Company. Chartered Accountants. Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the prescribed limit u/s 224 (1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of section 226 (3) of the Companies Act 1956. Notes on Accounts and significant Accounting Policies are self explanatory hence not require any further clarification.

Subsidiary

The Company has incorporated a subsidiary Company in the name of Swastik Polyblend Private Limited In the State of New Delhi AS on 05/02/2010.

Further the Company has also incorporated a Subsidiary Company in the name of JMR Mobilink Private Limited as on 16/07/2010, The Company will enter in the Mobile & Communication Sector.

Dividend

for the financial year growth, the Board of Directors of the Company are not recommending any dividend

Public Deposits

During the year ended March 31st. 2010, your Company has not accapted any deposits from the public.

Future Plans

The Company will enter in the Mobile & Communication Sector, therefore, the Company has Incorporated a Subsidiary Company in the name of JMR Mobilink Private Limited as on 16/07/2010.

Further, the company will install 3 new machines for manufacturing of PU footwear during the financial year 2010-11 new machines for manufacturing of PU footwear during the financial year 2010-11.

Management Discussion and Analysis

A detated review of operational performance and future outlook of the Company Is given under the ¦Management Discussion and Analysis Report" wich forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "B" to this report.

Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates. Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.



For and on behalf of the Board

PLACE: Jaipur (Ramesh Chand Agarwal

DATED: 04.09.2010 Chairman


Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report of the company together with the Audited financial accounts for the financial year ended on 31st March, 2009.

financial results (Rs. In lacs) Particulars 2008-2009 2007-2008 (Audited) (Audited)

Sales 2836.13 2319.91 Profit before Depreciation & Tax 85.76 182.75

Profit before Tax 9.40 126.88 Provision for Tax (Current & Deferred Tax) 8.23 60.78 "Net Profit 15.27 74.97 Appropriation Dividend NIL NIL Balance b/f from the previous year 201.33 126.36 Transferred to General Reserve Nil NIL Transferred to Reserve & Surplus 216.60 201.34

Operational Review

Your Company has achieved turnover of Rs. 28.36 Crores as against Rs. 23.19 Crores in the previous year. The Net Profit of the Company is Rs 0.15 Crores as against Rs 0.75 Crores in the previous year.

Tribute to Mohan Lai Agarwal

The Board of Directors noted with deep regret the sad demise of the Companys founder Chairman, Mohan Lai Agarwal on August 24, 2008. Mr. Mohan Lai Agarwal was a visionary, philanthropist, apart from being a leading industrialist. Spiritual strength and moral values were part of his personal credo. Shri Mohan Lai Agarwal was known for his dignified unassuming personality, intellect, meticulous planning, deep regard for punctuality, business acumen and dynamic leadership.

Directors

As per Article 107 and 108 of Article of Association of the Company Shri Rakesh Akar and Shri K.K.Gupta, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment

Directors Responsibility Statement.

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

a) In the preparation of Annual Accounts of the Company the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, if there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31", 2009 and of the Profit of the Company for the year ended on that date.

c) 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 irregularity.

d) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OFTHE COMPANIES ACT, 1956

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Compar ies (Particulars of Employees) Rules, 1975 doesnt arise.

Auditor and Auditors Report

M/s A. Bafna & Company, Chartered Accountant!, Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment The Company has received a letter from the Auditor to the effect that the appointment, if made would be within the prescribed limit u/s 224 (IB) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of section 226 (3) of the Companies Act, 1956.

Notes on Accounts and significant Accounting Policies are self explanatory hence not reauire any further clarification.

Subsidiary

The Company in Its Board meeting held on 18.11.2008 has approved to sell out 10000 No. of equity shares at very attractive price @> Rs. 18.00 per share to the applicant of Its subsidiary Company of Lawreshwar Footcare Private Limited. Hence the requirement of published of the consolidated statement of the Company need not arise.

Dividend

To conserve the resources of the Company for Its future growth, the Board of Directors of the Company are not recommending any dividend for the financial year 2008-2009

Public Deposits

During the year ended March 31st, 2009, your Company has not accepted any deposits from the public.

Management Discussion and Analysis

A detailed review of operational performance and future outlook of the Company is given under the "Management Discussion and Analysis Report" which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure " B" to this report.

Acknowledgement -

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thank the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By the order of the Board PLACE: Jaipur (Ramesh Chand Agarwal) DATED: 04.09.2009 Chairman

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