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Directors Report of Lime Chemicals Ltd.

Mar 31, 2014

Dear Members,

The Directors present their 44th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. In lac)

For the year For the previous ended on year ended on 31/03/2014 31/03/2013

Particulars

Gross Profit (before interest, depreciation & taxation) 527.77 (243.41)

Less: Interest 106.36 26.96

Depreciation 204.07 198.52

Profit before tax 217.34 (468.89)

Tax expense (69.53) (27.41)

Profit / Loss after Tax 286.87 (441.48)

Add: Balance brought from previous year (6167.41) (5725.93)

Profit / (Loss) available for appropriations (5880.54) (6167.41)

APPROPRIATIONS / TRANSFERS

Profit/(loss) carried to Balance Sheet (5880.54) (6167.41)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the brought forward loss of earlier years incurred by the Company.

REFERENCE TO BIFR

The Company had made Reference to the Board for Industrial & Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has been registered as case No. 14/2008 on 10.03.2008 as the entire net worth of the Company has been eroded. As per the draft Rehabilitation Scheme submitted consultation with the consortium Banks to the BIFR, the Company has been declared as Sick Company by an Order issued by the BIFR on 24th February 2010 and has appointed Bank of Baroda as the Operating Agency with directions to prepare a revival scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Baroda has submitted draft rehabilitation scheme to BIFR. The Company is awaiting hearing on the draft rehabilitation scheme.

OPERATION AND FUTURE OUTLOOK

During the year under review, the turnover stood at Rs. 27.34 crores against Rs.27.54 crores in the previous year. The Company''s manufacturing plant at Roha and at Paonta Sahib, Himachal Pradesh are working at normal capacity. The Company has taken various steps to boost better working results and operating profit, which will result in the coming years.

As per the One Time Settlement approved by the Consortium Banks for restructuring of its existing Long Term Working Capital Facilities, the Company is making payments on installments to the Banks. This will enable the Company to reduce the cost of finance and will improve working of Company''s manufacturing plants. During the year the Company has credited a sum of Rs. 696.74 lac to Profit & Loss Account on account of unpaid interest saved on One Time Settlement with the Banks.

DIRECTORATE :

Mrs. Shahnaz A. Dawoodani, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer herself for re-appointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Mohan M. Gadgil and Mr. Kuppuswamy S. Varadhan is seeking appointment as Independent Director for five consecutive years for a term upto conclusion of Annual General Meeting of the Company in the calendar year 2019.

EXPORTS

During the year under review, the Company exported its products to various countries. Total exports during the year on FOB basis was Rs. 35.05 lac against Rs. 24.24 lac in the previous year.

FIXED DEPOSITS

The Company does not accept fresh deposits from Public / Members except renewal of existing deposits on maturity. There was unclaimed deposit from some depositors, to whom reminders were sent to claim the same.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an adequate system of internal control of procedure commensurate with the size and nature of its business. It maintains a system of well-established policies and procedures for its operations and activities. It ensures optimum use of the Company''s resources and provides guidelines authorization and approved procedures. It endeavors to use its resources efficiently.

The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities.

The Company''s internal auditors carry out audit of accounts, internal control systems and procedures on regular basis. Any significant issues are brought to the attention of the Audit Committee, which reviews it periodically and suggestions and recommendations made by it are carried out for further improvement.

RELATED PARTY TRANSACTION

These have been discussed in detail in the notes to the accounts in the financial statements.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The Company has focused on building the organization for developing human resources. Training was imparted to the various sections of employees for improving their skills. The relationship with the employees trade union continues to be cordial.

HEALTH AND SAFETY

The Company continues to focus on health and safety of all its workers and staff. It operates in sound health and safety and secured environment system. Adequate safety measures have been taken at both the plants and offices for the prevention of accidents or any untoward incidents

CAUTIONARY STATEMENT

Some of the statements contained within this report may be forward looking in nature and may involve risks and uncertainties. Actual Result and Outcomes in future may vary materially from those discussed herein. Factors that may cause such variances include, but are not limited to management of growth, market acceptance of Company''s product and services, risk associated with new product version, dependence on third party relationship and the activities of competitors.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

A separate report on Corporate Governance along with the Auditor''s Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR''S REPORT

The Company''s Auditors M/s. A.N. Damania& Co., Chartered Accountants, will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to appoint M/s. A.N. Damania & Co., as Statutory Auditors of the Company.

The Auditors M/s. A.N. Damania & Co., have referred to certain qualifications to their Audit Report and to notes forming part of Accounts in their report to the members. The qualifications and notes referred to by Auditors are self explanatory.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company''s Bankers and Financial Institutions and the support given by the Company''s valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI A.H.Dawoodani M. M. Gadgil DATE :14th August 2014 Managing Director Director


Mar 31, 2013

The Directors present their 42nd Annual Report on the business and operations of the Company and the fnancial accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS (Rs. In lac) For the year For the previous Particulars ended on year ended on 31/03/2013 31/03/2012

Gross Proft (before interest, depreciation & taxation) (243.41) (608.07)

Less: Interest 26.96 37.98

Depreciation 198.52 196.07

Miscellaneous expenses written off 0

Proft before tax (468.89) (842.12)

Deferred Tax Liability (27.41) (23.42)

Proft / Loss after Tax (441.48) (818.70)

Add: Balance brought from previous year (5725.93) (4907.23)

Proft / (Loss) available for appropriations (6167.41) (5725.93)

APPROPRIATIONS / TRANSFERS

Proft/(loss) carried to Balance Sheet (6167.41) (5725.93)



DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the loss and carry forward loss incurred by the Company.

REFERENCE TO BIFR

The Company had made Reference to the Board for Industrial & Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has been registered as case No. 14/2008 on 10.03.2008 as the entire net worth of the Company has been eroded. As per the draft Rehabilitation Scheme submitted consultation with the consortium Banks to the BIFR, the Company has been declared as Sick Company by an Order issued by the BIFR on 24th February 2010 and has appointed Bank of Baroda as the Operating Agency with directions to prepare a revival scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Baroda is in the process of preparation and submission of revival scheme to BIFR.

OPERATION AND FUTURE OUTLOOK

During the year under review, the turnover has increased to Rs. 27.63 crores against Rs. 13.99 crores in the previous year. The Company''s manufacturing plant at Roha and at Paonta Sahib, Himachal Pradesh are working at normal capacity. The Company has taken various steps to boost better working results and operating proft, which will result in the coming years. The management hopes to achieve better results on account of increased turnover and the measures to increase proftability in the years to come.

As per the One Time Settlement approved by the Consortium Banks for restructuring of its existing Long Term Working Capital Facilities, the Company is making payments on installments to the Banks. This will enable the Company to reduce the cost of fnance and will improve working of Company''s manufacturing plants. During the year the Company has credited a sum of Rs. 323.79 lacs to Capital Reserve Account on account of unpaid interest saved on One Time Settlement with the Banks.

DIRECTORATE :

Mr. H.I. Dawoodani, the Founder Director of the Company, who retires by rotation does not offer himself for re-appointment due to his bad health. The Board of Directors place on record their sincere appreciation and gratitude for his long vision and guidance given, since inception of the Company. Mrs. Shahnaz A. Dawoodani has been appointed as Director with effect from 30th May, 2013.

EXPORTS

During the year under review, the Company exported its products to various countries. Total exports during the year on FOB basis was Rs.24.24 lacs against Rs. Nil in the previous year.

FIXED DEPOSITS

The Company does not accept fresh deposits from Public / Members except renewal of existing deposits on maturity. There was unclaimed deposit from some depositors, to whom reminders were sent to claim the same.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an adequate system of internal control of procedure commensurate with the size and nature of its business. It maintains a system of well-established policies and procedures for its operations and activities. It ensures optimum use of the Company''s resources and provides guidelines authorization and approved procedures. It endeavors to use its resources effciently.

The Company has obtained ISO 9001 certifcation and adheres to the Standard Operating Practices its manufacturing and operating activities.

The Company''s internal auditors carry out audit of accounts, internal control systems and procedures on regular basis. Any signifcant issues are brought to the attention of the Audit Committee, which reviews it periodically and suggestions and recommendations made by it are carried out for further improvement.

RELATED PARTY TRANSACTION

These have been discussed in detail in the notes to the accounts in the fnancial statements.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The Company has focused on building the organization for developing human resources. Training was imparted to the various sections of employees for improving their skills. The relationship with the employees trade union continues to be cordial.

HEALTH AND SAFETY

The Company continues to focus on health and safety of all its workers and staff. It operates in sound health and safety and secured environment system. Adequate safety measures have been taken at both the plants and offces for the prevention of accidents or any untoward incidents

CAUTIONARY STATEMENT

Some of the statements contained within this report may be forward looking in nature and may involve risks and uncertainties. Actual Result and Outcomes in future may vary materially from those discussed herein. Factors that may cause such variances include, but are not limited to management of growth, market acceptance of Company''s product and services, risk associated with new product version, dependence on third party relationship and the activities of competitors.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confrms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made 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 proft of the Company for that period; iii) that the directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor''s Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR''S REPORT

The Company''s Auditors M/s. Divakar Hari & Associates, Chartered Accountants, will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to appoint M/s. Divakar Hari & Associates, as Statutory Auditors of the Company.

The Auditors M/s. Divakar Hari & Associates have referred to certain qualifcations to their Audit Report and to notes forming part of Accounts in their report to the members. The qualifcations and notes referred to by Auditors are self explanatory.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company''s Bankers and Financial Institutions and the support given by the Company''s valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI A.H. Dawoodani M. M. Gadgil

DATE : 30th July, 2013 Managing Director Director


Mar 31, 2011

The Directors present their 41st Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS (Rs. In lacs) For the year For the previous ended on year ended on 31/03/2011 31/03/2010

Particulars

Gross Profit (before interest, depreciation & taxation) (413.98) 94.46

Less: Interest 487.77 452.20

Depreciation 188.79 187.64

Miscellaneous expenses written off 94.36 29.09

Profit before tax (1184.90) (574.47)

Deferred Tax Liability 136.43 ---

Profit / Loss after Tax (1321.34) (574.47)

Prior year adjustment 34.70 6.21

Add: Balance brought from previous year (3551.19) (2982.94)

Profit / (Loss) available for appropriations (4907.23 (3558.53) APPROPRIATIONS / TRANSFERS

Previous year write back (net) (0.21) 6.21

Profit/(loss) carried to Balance Sheet (4894.48) (3551.19)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the loss and carry forward loss incurred by the Company.

REFERENCE TO BIFR

The Company had made Reference to the Board for Industrial & Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has been registered as case No. 14/2008 on 10.03.2008 as the entire net worth of the Company has been eroded. As per the draft Rehabilitation Scheme submitted consultation with the consortium Banks to the BIFR, the Company has been declared as Sick Company by an Order issued by the BIFR on 24th February 2010 and has appointed Bank of Baroda as the Operating Agency with directions to prepare a revival scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Baroda is in the process of preparation and submission of revival scheme to BIFR.

OPERATION AND FUTURE OUTLOOK

During the year under review, the turnover has come down to Rs. 39.03 crores against Rs. 45.81 crores in the previous year due to disruption and subsequent close down of manufacturing plant at Paonta Sahib, Himachal Pradesh. The Company's manufacturing plant at Roha is working at its optimum capacity. The manufacturing plant at Paonta Sahib, Himachal Pradesh has closed down with effect from 12th January 2011 due to labour problem. The management has implemented Voluntary Retirement Scheme in its Paonta Sahib Plant and all the workers have accepted to the Scheme. The Company has taken various steps to boost better working results and operating profit, which will result in the coming years. The management hopes to achieve better results on account of increased turnover and the measures to increase profitability in the years to come.

The Company is negotiating with the Consortium Banks for restructuring of its existing Long Term Working Capital Facilities with Bank of Baroda, the Operating Agency appointed by BIFR to implement its plans to reduce the cost of production and improve efficiency of the Plants.

DIRECTORATE :

Mr. B.A.Mujawar, a Director of the Company, who retires by rotation and being eligible offered himself for reappointment.

EXPORTS

During the year under review, the Company exported its products to various countries. Total exports during the year on FOB basis was Rs. 160.60 lacs against Rs. 132.35 lacs in the previous year.

FIXED DEPOSITS

The Company does not accept fresh deposits from Public / Members except renewal of existing deposits on maturity. There was unclaimed deposit from some depositors, to whom reminders were sent to claim the same.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE OPPORTUNITY AND THREATS

During the year 2010-11, the Calcium Carbonate Industry in India as well as in the World have been in good demand. The increasing application of calcium carbonate in industrial production and ancillary products will boost growth in further higher levels.

The major threat the Company facing are, ever increasing borrowing cost, rising inflation and delay in arranging working capital finance. The other major threats the Company foresees like increase in petroleum products, increase in raw material cost and shortage of power supply and hike in power tariffs.

RISK MANAGEMENT

The Company is evolving a Risk Management Programmed covering in its scope an Adequate Risk Identification process and Risk Mitigation methodology. Steps to reduce Raw Material Wastage, Increase Yields, and generally improving production efficiency are being taken regularly.

SEGMENT WISE FINANCIAL PERFORMANCE

Since the Company is engaged in manufacturing only one product i.e. Calcium Carbonate, segment wise performance is not given. However, the Financial Performance is given under the head "Operations".

OUTLOOK

The Management has taken various steps to improve working and confident that the Company will achieve better results.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an adequate system of internal control of procedure commensurate with the size and nature of its business. It maintains a system of well established policies and procedures for its operations and activities. It ensures optimum use of the Company's resources and provides guidelines authorization and approved procedures. It endeavors to use its resources efficiently.

The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities.

The Company's internal auditors carry out audit of accounts, internal control systems and procedures on regular basis. Any significant issues are brought to the attention of the Audit Committee, which reviews it periodically and suggestions and recommendations made by it are carried out for further improvement.

RELATED PARTY TRANSACTION

These have been discussed in detail in the notes to the accounts in the financial statements.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

The Company has focused on building the organization for developing human resources. Training was imparted to the various sections of employees for improving their skills. The relationship with the employees trade union continues to be cordial.

HEALTH AND SAFETY

The Company continues to focus on health and safety of all its workers and staff. It operates in sound health and safety and secured environment system. Adequate safety measures have been taken at both the plants and offices for the prevention of accidents or any untoward incidents

CAUTIONARY STATEMENT

Some of the statements contained within this report may be forward looking in nature and may involve risks and uncertainties. Actual Result and Outcomes in future may vary materially from those discussed herein. Factors that may cause such variances include, but are not limited to management of growth, market acceptance of Company's product and services, risk associated with new product version, dependence on third party relationship and the activities of competitors.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor's Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR'S REPORT

The Company's Auditors M/s. Chokshi & Chokshi, Chartered Accountants, will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to appoint M/s. Chokshi & Chokshi, as Statutory Auditors of the Company.

The Auditors M/s. Chokshi & Chokshi, have referred to certain qualifications to their Audit Report and to notes forming part of Accounts in their report to the members. The qualifications and notes referred to by Auditors are self explanatory.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company's Bankers and Financial Institutions and the support given by the Company's valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI A. H. DAWOODANI

DATE : 25th August 2011 Managing Director


Mar 31, 2010

The Directors present their 40th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March.2010.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars For the year ended For the previous year ended on 31/03/2010 on 31/03/2009

Gross Profit (before interest,

depreciation & taxation) 94.46 (68.68)

Less: Interest 452.20 428.26

Depreciation 187.64 194.40

Miscellaneous expenses written of 29.09 27.37

Profit before tax (574.47) (718.71)

Less: Fringe Benefit Tax - 9.30

Profit/Loss after Tax (574.47) (728.01)

Add: Balance brought from

previous year (2982.94) (2267.33)

Profit /(Loss) available

for appropriations (3557.41) (3557.41)

APPROPRIATIONS / TRANSFERS

Previous year write back (net) 6.21 12.40

ProfiV(loss) carried to

Balance Sheet (3551.20) (2982.94)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the loss and carry forward loss incurred by the Company.

REFERENCE TO BIFR

The Company had made Reference to the Board for Industrial & Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has been registered as case No. 14/2008 on 10.03.2008 as the entire net worth of the Company has been eroded. As per the draft Rehabilitation Scheme submitted consultation with the consortium Banks to the BIFR, the Company has been declared as Sick Company by an Order issued by the BIFR on 24th February 2010 and has appointed Bank of Baroda as the Operating Agency with directions to prepare a revival - scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Baroda is in the process of preparation and submission of revival scheme to BIFR.

OPERATION AND FUTURE OUTLOOK

During the year under review, the Company could achieve a turnover of Rs. 45.81 crores against Rs. 34.33 crores in the previous year. The management could also able to curtail loss from Rs. 7.19 crores to Rs. 5.76 crores. The Company has taken various steps to boost better working results and operating profit, which will result in the coming years. The Companys manufacturing facilities at Roha and at Paonta Sahib is working at its optimum capacity. The management hopes to achieve better results on account of increased turnover and the measures to increase profitability in the years to come.

The Company is negotiating with the Consortium Banks for restructuring of its existing Long Term Working Capital Facilities with Bank of Baroda, the Operating Agency appointed by BIFR to implement its plans to reduce the cost of production and improve efficiency of the Plants.

DIRECTORATE:

Mr. M. S. Chandani, a Director of the Company, who retires by rotation and being eligible offered himself for reappointment.

The present terms of appointment of Mr. A. H. Dawoodani, the Managing Director is upto 31st July 2010. The Board of Directors have decided to reappoint Mr. A. H. Dawoodani as Managing Director for a period of three years from 1st August 2010.

The present terms of appointment of Mr. H.I. Dawoodani, as Managing Director is upto 31st July 2010. Mr. H. I. Dawoodani does not offer for reappointment as Managing Director. However, he will continue as Chairman of the Board of Directors.

Resolutions for reappointment of Mr. M. S. Chandani and Mr. A. H. Dawoodani are set out in the Notice of the Annual general Meeting. You are requested to approve the same.

EXPORTS

During the year under review, the Company exported its products to various countries. Total exports during the year on FOB basis was Rs. 132.35 lacs against Rs. 93.51 lacs in the previous year.

FIXED DEPOSITS

The Company does not accept fresh deposits from Public / Members except renewal of existing deposits on maturity. There was unclaimed deposit from some depositors, to whom reminders were sent to claim the same.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling with in the purview of Section217(2A)oftheCompaniesAct, 1956.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITORS REPORT

The Companys Auditors M/s. VMD & Co, Chartered Accountants, will retire at the forthcoming annual General Meeting. The Board of Directors have proposed M/s. Chokshi & Chokshi, Chartered Accountants, a peer review certificate holder to be appointed as Auditors of the Company to hold the Office upto conclusion of the next Annual General Meeting. Members are requested to appoint M/s. Chokshi & Chokshi as Statutory Auditors of the Company.

The Auditors M/s. VMD & Co., have referred to certain notes forming part of Accounts in their report to the members. The notes referred to by Auditors are self explanatory.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Companys Bankers and Financial Institutions and the support given by the Companys valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company.

On behalf of the Board of Directors

PLACE : MUMBAI H. I. DAWOODANI

DATE : 26th July 2010 Chairman

 
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