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Directors Report of Milkfood Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors present their 42nd Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

(Rs./Lacs) (Rs./Lacs) 2014-15 2013-14

Profit/(Loss) after charging 807 896 all expenses before depreciation

Deduct: Depreciation 636 584

Profit/(Loss) for the year 171 312

Current Tax 34 55

Deferred Tax 37 102

Profit/(Loss) after tax before 100 155 discontinuing operation

Profit/(Loss) from discontinuing operation 0 (37)

Transferred to General Reserve 100 118

2. OPERATIONS

During the period under Report, the Company's sales and other income are Rs.37249 lacs and cash profit is Rs.807 lacs as compared to last year's figures of Rs.43325 lacs and cash profit of Rs.896 lacs respectively. After depreciation, the profit for the year is Rs.171 lacs as compared to the profit of Rs. 312 lacs in the previous year.

3. DAIRY WHITENER

During the year under review and looking at the emerging markets with a great demand for Dairy Whitener, the Company has launched a new product 'Dairy Whitener'. This has been accepted well in the market which further encouraged the Company to continue to improve its competitiveness through quality checks. In order to have a fair market share, Company is going in for aggressive marketing with a focus on advertisement in print and TV media. The Company has executed good orders of Dairy Whitener with the institutional buyers. Further company is concentrating in the eastern sector of the country which has a good potential for the product.

4. DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended by the Directors.

5. FIXED DEPOSITS

The details relating to Deposits, covered under Chapter V of the Act:

(a) Accepted during the year - Nil;

(b) There were 31 unpaid or unclaimed fixed deposits with the Company amounting to Rs. 9.59 Lacs as at the end of the year;

(c) There has not been any default in repayment of deposits or payment of interest there on during the year.

6. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and of its subsidiary duly audited by the statutory auditors are presented in the Annual Report. The consolidated financial statements have been prepared in strict compliance with applicable Accounting Standards and wherever applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

During the year, the Board of Directors (the Board) have reviewed the affairs of the Subsidiary. Further, a statement containing the salient features of the financial statements of subsidiary in the prescribed format AOC-1 is appended as "Annexure 1" to the Board's Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiary, are available on the Company's website at www.milkfoodltd.com.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or investments covered under the provisions of Section 186 of the Companies Act, 2013.

The details of the guarantee given by the Company are given in the Notes to the financial statements.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this Report.

9. DIRECTORS

Mr. K.K. Kohli, Director retires by rotation and, being eligible, offers himself for re-appointment as the Director of the Company. The Board recommends his re-appointment.

Brief resume of the above Director, nature of his expertise in specific functional areas and name of companies in which he holds the Directorship and the Membership/Chairmanship of the Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are annexed in the Corporate Governance Report.

As per the provisions of the Companies Act, 2013 and Listing Agreement, Mr. Anil Girotra and Mrs. Asha Gadi had been appointed as the Independent Directors of the Company and their appointment was confirmed by the members of the Company in their Annual General Meeting held on 27th September, 2014 to hold the office for 5 consecutive years.

Mr. K. K. Kohli and Mr. Amarjeet Kapoor continue to be the Non Executive Directors of the Company.

During the year under review, Mr. Suresh Alipuria, Director, has resigned from the Directorship of the Company w.e.f. 28th June, 2014. The Board places on record its sincere appreciation for the useful services rendered by Mr. Suresh Alipuria during his tenure of services with the Company

10. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

11. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, ten Board meetings and one meeting of Independent Directors were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

12. COMMITTEES

As per the provisions of Section 177 and 178 of the Companies Act, 2013 and the Listing Agreement, the Company is having an Audit Committee and a Nomination and Remuneration Committee and stakeholders Relationship Committee. The Composition and details of their meetings are given in the Corporate Governance Report.

13. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Companies Act, 2013, Mr. Sudhir Avasthi has been appointed as the Chief Executive Officer of the Company and Mr. Sanjeev Kothiala as the Chief Financial Officer of the Company.

In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Rakesh Kumar Thakur as the Company Secretary of the Company w.e.f. 01.03.2015.

Mrs. Rishbha Ahluwalia, ceased to be Company Secretary of the Company w.e.f. 02.02.2015.

14. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm:

a) that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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 irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

Ms. Roshini Sanah Jaiswal has been appointed w.e.f. 01.04.2013 as the Executive Director (Operations), incharge of overseas operations and new products of the Company. During the financial year 2013-14, the Company had achieved an all time high turnover of 4800 MT in the export of skimmed milk powder. During the financial year 2014-15, there was a substantial decline in the international prices of skimmed milk powder and the Company therefore logically felt necessary to develop the new product. She made substantial contribution in the development of dairy whitener, design of packing material, listing in prime institutions for supply.

During the current financial year she has been paid a total remuneration of Rs. 10 Lac per month. During the next financial year she will continue to get the same remuneration. Her appointment is for a period 5 years with effect from 01.04.2013. Approval of the shareholders is being sought by the Company.

All related party transactions which were entered into during the financial year were on arm's length basis and in the ordinary course of the business. 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 the interest of the Company at large.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

All related party transactions have been disclosed in Note 1B (vii) to the Accounts.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.milkfoodltd.com.

16. AUDITORS

16.1 STATUTORY AUDITORS

M/s. Madan & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

16.2 AUDITORS' REPORT

The Auditors' Report does not contain any qualification/adverse remarks. Notes to accounts are self explanatory and form an integral part of the Financial Statements.

16.3 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by the Company Secretary in Practice is annexed herewith as "Annexure 2".

16.4 INTERNAL AUDITORS

In order to strengthen the internal control systems, to minimize the losses and considering the size and nature of business, the Company has appointed an independent firm of Chartered Accountants M/s Lalit Kumar & Co. as the Internal Auditors of the Company to perform the functions of internal audit.

16.5 COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, dated 30th June, 2014 notified by the Ministry of Corporate Affairs which exempted certain industries from the purview of Cost Audit, our Company was exempted from the cost audit for the financial year 2014-15.

17. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Policy. The Company is aware of the risks associated with the business of the Company. It regularly analyses and takes corrective actions for managing / mitigating the same.

At present the Company has not identified any element of risks which may threaten the existence of the Company.

19. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Directors being evaluated). The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit Committee, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Some of the key criteria for the performance evaluation are as follows:-

Performance evaluation of Directors:

1. Attendance at the Board/Committee meetings.

2. Contribution at the Board/Committee meetings.

3. Guidanace/support to management outside Board/Committee meetings.

Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities.

2. Board Structure and Composition.

3. Quality of relationship between Board and Management.

4. Efficacy of communication with external shareholders.

5. Effectiveness of Board process, information and functioning.

20. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has a policy of conducting familiarization programmes for Independent Directors in order to familiarize them with the Company, their roles, rights, responsibilities in the Company and nature of the industry in which the Company operates etc. The details of such Policy has been given on the website of the Company at www.milkfoodltd.com

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been recived during the year under review.

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company.

23. CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate Report on Corporate Governance and a Certificate from the Practicing Company Secretary, regarding the compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange has been presented in a separate section forming part of the Annual Report.

25. INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE

The shares of your Company are listed at the BSE Ltd. vide Stock Code: 507621.The listing fee for the financial year 2015- 16 has been paid.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as "Annexure 3".

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 4".

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report is being sent to all shareholders and others entitled thereto, excluding the aforesaid information and the said particulars are available for inspection by the members at the Registered Office of the Company during the business hours on working days of the Company. The members interested in obtaining such particulars may write to the Company Secretary.

Disclosures pertaining to remuneration and other details as required u/s 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per "Annexure-5"

29. GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the 42nd AGM are being sent to all members whose email addresses are registered with the Company /RTA/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Annual Report 2015 is also available on our website, www.milkfoodltd.com.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35 of the Listing Agreement. The instructions for e-voting are provided in the Notice.

30. PREVENTION OF INSIDER TRADING

Pursuant to new SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate trading in securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company.

31. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.milkfoodltd.com.

32. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has adequate system of internal control to safeguard and protect from losses, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting the financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

32. ACKNOWLEDGEMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Place: New Delhi Amarjeet Kapoor K.K Kohli Date : 27th July, 2015 Director Director DIN:00122843 DIN:00127337


Mar 31, 2014

Dear Members,

The Directors present their 41st Report together with Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs./Lacs) (Rs./Lacs) 2013-14 2012-13

Profit/(Loss) after charging all 896 533 expenses before Depreciation

Deduct: Depreciation 584 427

Profit/(Loss) for the year 312 106 Current Tax 55 20

Wealth Tax 0 2

Deferred Tax 102 10

Adj for earlier year 0 0

Profit/(Loss) after Tax before 155 74 discontinuing operation

Profit/(Loss) from discontinuing operation (37) (7)

Transferred to General Reserve 118 67

OPERATIONS

During the period under Report, the Company''s sales and other income are Rs. 43325 lacs and cash profit is Rs.896 lacs as compared to last year''s figures of Rs. 33579 lacs and cash profit of Rs. 533 lacs respectively. After depreciation, the profit for the year is Rs.312 lacs as compared to the profit of Rs. 106 lacs in the previous year.

DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended by the directors.

FIXED DEPOSITS

As on 31.03.2014, there were 30 unclaimed fixed deposits with Company amounting to Rs. 8.55 lacs, out of which 4 fixed deposits amounting to Rs. 0.90 lacs have been refunded.

GREEN INITIATIVES

During fiscal year 2013, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment.

Electronic copies of the Annual Report 2014 and Notice of the 41st AGM are being sent to all members whose email addresses are registered with the Company /RTA/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Annual Report 2014 is also available on our website, www.milkfoodltd.com.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and SEBI circular CIR/CfD/POLICY CELL/2/2014. The instructions for e-voting is provided in the Notice.

BRAND ''MILKFOOD''

In order to augment funds for paying off the loans/ use in general business of the Company and to reduce the burden of interests being paid on Working Capital limits procured from the Bankers, the brand ''Milkfood'' was sold to one of the promoter controlled companies during the financial year 2013-14 subject to obtaining clearance and a ''No Objection Certificate'' from the bankers of the Company. It was further agreed between both the parties that the brand name ''Milkfood'' would continue to be exclusively used by Milkfood Limited for its normal working operations.

The subject sale was done in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

CONSOLIDATED ACCOUNTS

In accordance with the general circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Annual Accounts of the subsidiary company viz. MFL Trading Private Limited are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company. The Consolidated Financial Statements presented by the Company in this report include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form part of this Report. However, as per the provisions of section 219(1)(b)(iv), Report and Accounts are being sent to all the members of the Company excluding the statement of particulars of employees. Any member interested in obtaining a copy of the said statement may write to the Company at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub section (2AA) of Section 217 of the Companies Act, 1956 and relevant provisions of the Companies Act, 2013 (to the extent applicable), your Directors confirm that:-

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed;

(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 financial year and of the profits of the Company for that year;

(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 and Companies Act, 2013 (to the extent applicable) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts on a going concern basis. During the year, the Company has made provisions for gratuity and leave encashment in compliance with Section 211(3A) read with 211(3B) and 211(3C) of the Companies Act, 1956 read with Accounting Standard-15 issued by the ICAI.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate Report on Corporate Governance and a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE

The shares of your Company are listed at the BSE Ltd. vide Stock Code: 507621.

The Listing fee for the financial year 2014-15 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS

Mr. Amarjeet Kapoor, Director retires by rotation and, being eligible, offers himself for re-appointment as the Director of the Company. The Board recommends his re-appointment.

Brief resume of the above Director, nature of his expertise in specific functional areas and name of companies in which he holds the Directorship and the Membership/Chairmanship of the Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are annexed in the Corporate Governance Report.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and relevant rules framed there under, Mr. Anil Girotra was appointed as an Additional Director designated as an Independent Director w.e.f. 28th June, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Anil Girotra for appointment as an Independent Director.

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 and relevant rules framed there under, Mrs. Asha Gadi, an Independent Director will hold office up to the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Asha Gadi for appointment as an Independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Suresh Alipuria, Director ceased to be the director of the Company w.e.f. 28th June, 2014. Management places its appreciation for the services rendered by him as a Director of the Company.

KEY MANAGERIAL PERSONNEL

The Companies Act, 2013 provides for the appointment of key managerial personnel. Mr. Sudhir Avasthi will continue to remain as the Chief Executive Officer of the Company.

In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Sanjeev Kothiala as the Chief Financial Officer of the Company who shall inter-alia, oversee the finance, banking, accounting functions of the Company.

The Company is in the process of filing the requisite returns and eforms with the appropriate authorities in this regard.

AUDITORS

M/s. Madan & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

In order to strengthen the internal control systems, minimize losses and considering the size and nature of business, the Company had appointed an independent firm of Chartered Accountants M/s Lalit Kumar & Co. to perform the functions of an internal auditor of the Company with effect from April, 2013.

GENERAL

Your Directors wish to express their appreciation of the co-operation and support given by all employees and the bankers of the Company during the year.

There being no qualification/ adverse remarks/reservation contained in the Auditors Report, no explanation is required to be given by the Board of directors. The Notes to Accounts are self explanatory and forms an integral part of the financial statements.

For and on behalf of the Board

Place: New Delhi Amarjeet Kapoor K.K Kohli Date :28th June, 2014 Director Director


Mar 31, 2012

The Directors present their Thirty Ninth Report together with Audited Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rs./Lacs)

Profit/(Loss) after charging all expenses before Depreciation 642.88

Deduct: Depreciation 494.90

Profit/(Loss) for the year 147.98

Current Tax 28.14

Wealth Tax 1.70

Deferred Tax 45.94

Adj for earlier year 6.69

Profit/(Loss) after Tax before discontinuing operation 65.51

Profit/(Loss) from discontinuing operation (7.34)

Transferred to General Reserve 58.17

OPERATIONS

During the period under Report, the Company's sales and other income are Rs. 30,503 lacs and cash profit is Rs. 642.88 lacs as compared to last year's figures of Rs. 30,904 lacs and cash profit of Rs. 13.37 lacs respectively. After depreciation, the profit for the year is Rs. 147.98 lacs as compared to the loss of Rs. 454.51 lacs in the previous year.

DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended by the directors.

FIXED DEPOSITS

As on 31.03.2012, there were 32 unclaimed fixed deposits with Company amounting to Rs. 9,78,000/-, out of which 10 fixed deposits amounting to Rs. 2,80,000 have been renewed/refunded.

CONSOLIDATED ACCOUNTS

In accordance with the general circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Annual Accounts of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company. The Consolidated Financial Statements presented by the Company in this report include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form part of this Report. However, as per the provisions of section 219(1)(b)(iv), Report and Accounts are being sent to all the members of the Company excluding the statement of particulars of employees. Any member interested in obtaining a copy of the said statement may write to the Company at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm that:-

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed;

(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 financial year and of the profits of the Company for that year;

(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; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate Report on Corporate Governance and a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE

The shares of your Company are listed at the Bombay Stock Exchange Ltd. (BSE) vide Stock Code : 507621.

Listing fees for the financial year 2012-13 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed.

DIRECTORS

Mr. Suresh Alipuria and Mr. K.K. Kohli, Directors retire by rotation and, being eligible, offer themselves for re-election as the Directors of the Company. The Board recommends their re-appointment.

Brief resume of the above Directors, nature of their expertise in specific functional areas and name of companies in which they hold the Directorship and the Membership/Chairmanship of the Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are annexed in the Corporate Governance Report.

Dr. Umesh N. Saxena, Managing Director, has resigned from the Directorship of the Company w.e.f. 1st May, 2011 on the completion of his term as the Managing Director.

The Board places on record its sincere appreciation for the useful services rendered by Dr. Umesh N. Saxena during his tenure of services with the Company.

Mr. Amarjeet Kapoor, Whole time Director ceased to act as the Whole time Director of the Company w.e.f. 1st June, 2011 but continues to act as the Non Executive Director of the Company.

AUDITORS

M/s. Madan & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

COST AUDITORS

M/s. R. J. Goel & Co., Cost Accountants, Delhi have been appointed as Cost Auditors to carry out the audit of the Company's cost records for the financial year ending 31st March, 2013.

GENERAL

Your Directors wish to express their appreciation of the co-operation and support given by all employees and the bankers of the Company during the year.

The Notes forming part of the Accounts being self-explanatory, the comments made by the Statutory Auditors in their Report are not being dealt with separately.

For and on behalf of the Board

Place : New Delhi Suresh Alipuria K.K. Kohli

Date : 14th August, 2012 Director Director


Mar 31, 2011

TO THE MEMBERS

The Directors present their Thirty Eighth Report together with Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS (Rs./Lacs)

Profit/(Loss) after 9.35 charging all expenses before Depreciation

Deduct: Depreciation 473.22

Profit/(Loss) for the (463.87) year

Wealth Tax 1.45

Deferred Tax (Liability) 51.37

Transferred to General (516.69) Reserve

OPERATIONS

During the period under Report, the Company's sales and other income are Rs. 30,900 lacs and cash profit is Rs. 9.35 lacs as compared to last year's figures of Rs. 30,994 lacs and cash loss of Rs. 0.32 lacs respectively. After depreciation, the loss for the year is Rs. 463.87 lacs as compared to the loss of Rs. 488.88 lacs in the previous year.

DIVIDEND

No dividend has been recommended by the Directors.

FIXED DEPOSITS

As on 31.03.2011, there were 20 unclaimed fixed deposits with Company amounting to Rs. 5,38,000/-, out of which 14 fixed deposits amounting to Rs. 3,68,000/- have been renewed/refunded.

CONSOLIDATED ACCOUNTS

In accordance with the general circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Annual Accounts of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company. The Consolidated Accounts of the Company and of its wholly owned subsidiary company is annexed to this Report.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form part of this Report. However, as per the provisions of section 219(1)(b)(iv), Report and Accounts are being sent to all the members of the Company excluding the statement of particulars of employees. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub section (2AA) of Section 217 of the Companies Act, 1956. your Directors confirm that:-

(i) in the preparation of the annual accounts for the financial year ended 31 st March, 2011 the applicable accounting standards have been followed;

(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 financial year and of the losses of the Company for that year;

(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; and (iv) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate Report on Corporate Governance and a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE

The shares of your Company are listed at the Bombay Stock Exchange Ltd. (BSE) and the Stock Code at BSE is: 507621. Listing fees for the financial year 2011-2012 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed.

DIRECTORS

Mr. Amarjeet Kapoor, Director, retires by rotation and, being eligible, offers himself for re-election as an ordinary Director. The Board recommends his re-appointment.

Brief resume of the above Director, nature of his expertise in specific functional areas and name of companies in which he holds the Directorship and the Membership/Chairmanship of the Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are annexed in the Corporate Governance Report.

Dr. Umesh N. Saxena, Managing Director, has resigned from the Directorship of the Company w.e.f. 1st May, 2011 on the completion of his term as the Managing Director. The Board places on record its sincere appreciation for the useful services rendered by Dr. Umesh N. Saxena during his tenure of services with the Company.

AUDITORS

M/s. Madan & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

GENERAL

Your Directors wish to express their appreciation of the co-operation and support given by all employees and the bankers of the Company during the year.

The Notes forming part of the Accounts being self-explanatory, the comments made by the Statutory Auditors in their Report are not being dealt with separately.

For and on behalf of the Board

Suresh Alipuria K.K. Kohli Director Director

New Delhi 26th August, 2011


Mar 31, 2010

The Directors present their Thirty Seventh Report together with Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rs./Lacs)

Profit/(Loss) after charging all expenses before Depreciation (0.32)

Deduct: Depreciation 488.56

Profit/(Loss) for the year (488.88)

Wealth Tax (1.59)

Deferred Tax (Asset) 121.42

Transferred to General Reserve (369.05)

OPERATIONS

During the period under Report, the Companys sales and other income were Rs.30,994 lacs and cash loss is Rs. 0.32 lacs as compared to last years figures of Rs. 24,309 lacs and cash profit of Rs. 501 lacs respectively. After depreciation, the loss for the year is Rs. 488.88 lacs as compared to the profit of Rs. 128.45 lacs in the previous year.

DIVIDEND

No dividend has been recommended by the Directors.

FIXED DEPOSITS

As on 31.03.2010, there were only twelve unclaimed fixed deposits with Company amounting to Rs. 3,13,000/-, out of which nine fixed deposits amounting to Rs. 2,23,000/- have been renewed/refunded.

CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company and of its wholly owned subsidiary company is annexed to this Report.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form part of this Report. However, as per the provisions of section 219(1 )(b)(iv), Report and Accounts are being sent to all the members of the Company excluding the statement of particulars of employees. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in sub section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm that:-

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed;

(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 financial year and of the losses of the Company for that year;

(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; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate Report on Corporate Governance and a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance are annexed to the Directors Report.

INFORMATION UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGE

The shares of your Company are listed at the Bombay Stock Exchange Ltd. (BSE) and the Stock Code at BSE is: 507621. Listing fees for the financial year 2010-11 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed.

DIRECTORS

Mrs. Asha Gadi, Director, retires by rotation and, being eligible, offers herself for re-election. The Board recommends her re- appointment.

Brief resume of the above Director, nature of her expertise in specific functional areas and name of companies in which she holds the Directorship and the Membership/Chairmanship of the Committees of the Board as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are annexed in the Corporate Governance Report.

AUDITORS

M/s R.N. Bahl & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

GENERAL

Your Directors wish to express their appreciation of the co-operation and support given by all employees and the bankers of the Company during the year.

The notes forming part of the Accounts being self-explanatory, the comments made by the Statutory Auditors in their Report are not being dealt with separately.

For and on behalf of the Board

New Delhi (Dr. Umesh N. Saxena) (Suresh Alipuria)

11th August, 2010 Managing Director Director

 
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