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Directors Report of Omnitex Industries (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

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

Profit before Financial Charges, Depreciation and Taxes 15.70 21.62

Less Financial Charges 0.00 0.02

Depreciation 14.80 6.42

Current Tax 0.17 2.89

Deferred Tax (0.00) (0.00)

MAT Credit Entitlement (2.89) (2.98)

Net Profit after depreciation and tax 3.62 15.27

Add: Loss brought down from earlier year (54.21) (70.96)

Prior Period Adjustment for Taxes (0.01) 1.48

Amount Carried to Reserves 0.00 0.00

Balance (Loss) carried to Balance Sheet (50.60) (54.21)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

During the year under review, your Company has earned a net profit after tax of Rs. 3.61 lacs as against Rs. 16.75 lacs during the previous year. The decrease is mainly on account of higher depreciation provision and compliance expenses. The Financial year 2014-15 is an important year as the Corporate Guarantee issued by the company to secure the facilities to Joint Venture Company has been annulled and assets released from equitable mortgage. Further an appeal by the excise department with a potential impact of over Rs. 17 lacs has been dismissed by the competent court. These developments will have positive impact on the outlook of the Company. During the year under review, there is no change in the nature of business.

4. BOARD MEETINGS / AUDIT COMMITTEE Board Meeting

Five Board meetings were held in the year 2014-15 and the gap between two Board meetings did not exceed 120 days. The same were held on 30th May 2014, 7th July 2014, 14th August 2014, 14th November 2014 and 13th February 2015.

Name of the Directors Board Meetings Attended During 2014-15

Mr. Amit R. Dalmia 5

Mr. Durgaprasad S Sabnis 5

Mr. J Ramakrishnan 5

Ms. Geeta Pardiwalla 3

Audit Committee

The composition of the Audit Committee is as under:

Name of the Member Chairman / No. of Meetings Attended Member Meeting held During 2014-15

Mr. Amit R. Dalmia Chairman 4 4

Mr. J. Ramakrishnan Member 4 4

Ms. Geeta Pardiwalla Member 4 2

The Board has accepted all recommendations of audit committee

5. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6. STATEMENT ON INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. COMPANY'S POLICY RELATING TO DIRECTORS

The Company's policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of The Companies Act 2013 in furnished in attachment "H" and attached to this report. The said policy is also available on Company's website www.omnitex.com.

8. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK

Statutory Auditor

The Notes on Financial Statements referred to in the Auditor's report are self explanatory. There are no qualifications, adverse remark or reservations in the auditors' report.

Secretarial Auditor

Members attention is invited to the observation in the Report of Secretarial Auditor regarding non-appointment of KMP.

The Company was in search of KMP considering the nature and size of the operations which company complied by appointing MD and CS under the category KMP in the month of May 2015.

Considering the current nature and size of the operations, Company is finding it challenging to attract right talent for CFO. Further it may also drain the resources. However, to comply with the requirements company continues to lookout for a CFO.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans

During the year Company has given ICD amounting to Rs. 50 Lacs to M/s. Centrum Capital Limited.

Guarantees

The Company had in the past, issued Guarantee to ICICI Bank Limited, amounting to Rs. 21 Crores, to secure facilities granted by them to the Joint Venture Compay i.e. Strata Geosystems (India) Private Limited. Upon full payment of the outstanding by the Joint Venture Company to ICICI Bank Ltd, the said guarantee was annulled during the current year. There is no outstanding guarantee as at 31st March 2015.

Investments

Company has not made any fresh investments during the current year. Company is carrying forward the investments made in earlier years, in the equity of joint venture company i.e. Strata Geosystems (India) Private Limited amounting to Rs. 2,93,30,880/-

10. RELATED PARTY TRANSACTIONS

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis. NIL

SL. Particulars Details No.

a) Name (s) of the related party & nature of relationship

b) Nature of contracts/arrangements/ transaction

c) Duration of the contracts/arrangements/ transaction

d) Salient terms of the contracts or arrangements or transaction including the value, if any

e) Justification for entering into such contracts or arrangements or transactions'

f) Date of approval by the Board

g) Amount paid as advances, if any

h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. Particulars Details No.

a) Name (s) of the related party & Strata Geosystems nature of relationship (India) Pvt Ltd.

b) Nature of contracts/arrangements/ Lease of Office transaction Premises

c) Duration of the contracts/arrangements/ Three years w.e.f transaction 1st October, 2014

d) Salient terms of the contracts * Monthly Compensation or arrangements or transaction of Rs. 2,11,150/- including the value, if any * Annual escalation

* Termination Clause

e) Date on which the special 11th September, 2014 resolution was passed in General meeting as required under first proviso to section 188

f) Amount paid as advances, if any NIL

11. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relate and the date of the report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 do not apply to your Company.

There was no foreign exchange inflow or Outflow during the year under review.

13. RISK MANAGEMENT

The Company has identified two major areas with potential risk that may threaten the existence of the company.

1. Investment risk

The Company is continuously monitoring the performance of the joint venture Company i.e. Strata Geosystems (India) Private Limited to ensure that the company has adequate time to take necessary precautions in the event of potential loss to its investment.

2. Property risk

All the properties of the company are adequately insured.

14. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 do not apply to your Company for the current year.

15. PERFORMANCE EVALUAITON

Pursuant to the provisions of the Companies Act, 2013 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, Appointment & Remuneration Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. 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, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process

16. JOINT VENTURE

During the year under review, the topline of M/s. Strata Geosystems (India) Private Limited, the Joint Venture Company has improved by almost 50% compared to previous year and the Joint Venture Company is working aggressively to further improve its performance.

Company does not have any subsidiary / other associate company.

No Company has become or ceased to become the subsidiary or associate company of your company during the year under review.

17. DIRECTORS

Mr. Ashok M Bhawnani, a Chartered Accountant and main promoter of the Company has been inducted into the Board as Additional Director w.e.f. 29th May 2015.

Mr. Narendra Kumar Dalmia, a B.Tech Graduate, part of the promoter group has been inducted into the Board as Additional Director w.e.f. 29th May 2015. He has also been appointed as Managing Director for a period of five years.

Mr. Durgaprasad S Sabnis will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

You are therefore requested to give your consent for the appointment of Mr. Ashok M Bhawnani, Mr. Narendra Kumar Dalmia as Directors and the re-appointment of Mr. Durgaprasad S Sabnis as Director of the Company.

The brief profile of Mr. Ashok M Bhawnani, Mr. Narendra Kumar Dalmia and Mr. Durgaprasad S Sabnis in compliance with the requirements of clause 49 of Listing Agreement is provided in the "Explanatory Statement" forming part of notice.

During the year, in compliance with the Companies Act, 2013 the Company has appointed Mr. Amit R Dalmia as Independent Director and Ms. Geeta Pardiwalla as Independent and Women Director for a period of five years.

18. KEY MANAGERIAL PERSONNEL

Mr. Narendra Kumar Dalmia, has been appointed as Managing Director for a period of five years w.e.f. 29th May 2015.

Ms. Anuja More, has been appointed as Company Secretary and compliance officer w.e.f. 29th May 2015 The Company is in the process of appointing a CFO.

19. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

A) As none of the Directors of the Company is drawing any remuneration other than sitting fees, the information in respect of ratio of remuneration of each director to the median remuneration of employees etc., are not provided to the extent not applicable. Other information are given below:

1. Percentage increase in median remuneration of employees in the financial year 2014-15 compared to financial year 2013-14 - 15.6%

2. The No of Permanent Employees on the roll of Company - 1

3. Information as per sub-rule (vii) of Rule 5 of Companies (Appointments and Remuneration) Rules 2014

Market Price Earning Increase / As At Capitalisation Ratio (Decrease) (Rupees in Crores) in Market Quotation in comparison to last public offer (Rupees)

31st March 2014 7.56 45 (0.01)

31st March 2015 3.78 100 (9.00)

B) As there were no employees drawing remuneration more than the limit prescribed under rule 5 of Companies (Appointments and Remuneration) Rules 2014 as amended from time to time, the same information is not provided.

20. AUDITORS

Statutory Auditor

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to ratify their re-appointment and authorize the Board of Directors to fix their remuneration.

Secretarial Auditor

Mr. NIRAJ TRIVEDI proprietor Company Secretaries (Membership No.FCS 3844, CP NO.3123) has been appointed as Secretarial Auditor for the financial year 2014-15. The secretarial audit report is annexed herewith.

21. DEPOSITS.

The Company has not accepted / renewed any deposits during the year and is also not carrying forward any deposits.

22. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the going concern status and company's operation in future.

23. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to the Financial Statements.

24. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Vigil Mechanism Policy is available on Company's Website www.omnitex.com.

25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.

In terms of section 22 of the Sexual Harressment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, we report that, during 2014-15, no case has been filed under the said act.

26. CORPORATE GOVERNANCE REPORT

In terms of circular SEBI CIR/CFD/Policy Cell/7/2014 dated 15th September 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreement is not mandatory for the time being in respect of Companies having paid up share capital not exceeding Rs. 10 Crores and Networth not exceeding Rs. 25 Crores as on the last day of previous financial year. In view of the above separate corporate governance report is not provided.

27. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,

Amit R. Dalmia Place: Mumbai Chairman Date: 29th May, 2015 (DIN 00210919)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS

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

Profit before Financial Charges, Depreciation and Taxes 21.62 21.78

Less Financial Charges 0.02 0.15

Depreciation 6.42 6.00

Current Tax 2.89 4.47

Deferred Tax (0.00) (0.00)

MAT Credit Entitlement (2.98) 0.22

Net Profit after depreciation and tax 15.27 10.94

Add: Loss brought down from earlier year (70.96) (81.90)

Prior Period Adjustment for Taxes 1.48 (0.00)

Balance (Loss) carried to Balance Sheet (54.21) (70.96)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit after tax ofRs. 16.75 lacs as against Rs. 10.94 lacs during the previous year.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has maintained the performance in spite of severe constraints faced by the infrastructure industry. With the positive change in the scenario the outlook for the Joint Venture Company is good.

5. DIRECTORS

Mr. J Ramakrishnan will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

You are therefore requested to give your consent for the re-appointment of Mr. J Ramakrishnan as Director of the Company. The brief profle of Mr. J Ramakrishnan in compliance with the requirements of clause 49 of Listing Agreement is provided in the "Explanatory Statement" forming part of notice.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 profit of the company for the year ended on that date;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Considering the present nature of activity, information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGOING

Exports during the year amounted to Rs. Nil (Previous year Nil). The outgo of Foreign Exchange amounted to Rs. Nil (Previous year Nil).

10. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has appointed CS Niraj Trivedi, Practicing Company Secretary to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certifcate for the financial year 2013-14 issued by him is attached hereto and forming part of Director''s Report.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchange. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certifcate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,

Place: Mumbai Amit R. Dalmia Date: 30th May, 2014 Chairman DIN 00210919


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 21.78 14.90

Less : Financial Charges 0.15 0.29

Depreciation 6.00 5.91

Current Tax 4.47 3.00

Deferred Tax (0.00) (2.53)

MAT Credit Entitlement 0.22 0.00

Net Profit after depreciation and tax 10.94 8.23

Add : Loss brought down from earlier year (81.90) (89.86)

Prior Period Adjustment for Taxes (0.00) (0.27)

Balance (Loss) carried to Balance Sheet (70.96) (81.90)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit of Rs. 10.94 lacs as against net profit of Rs. 8.23 lacs during the previous year.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has continued to make good progress and has achieved a turnover of over Rs. 62 Crores inspite of slow down in infrastructure sector and it''s outlook is good.

5. DIRECTORS

Mr. Amit R Dalmia will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Mr. Deepak Advani resigned as Director of the Company w.e.f. 30th May, 2013. Your Directors place on record their appreciation of the valuable services rendered by Mr. Deepak Advani during his tenure as Director.

Mr. Durgaprasad S Sabnis was appointed as an additional Director of the Company with effect from 30th May, 2013 and shall hold office up-to the date of the ensuing Annual General Meeting.

You are therefore requested to give your consent for the re-appointment of Mr. Amit R. Dalmia and for the appointment of Mr. Durgaprasad S. Sabnis as Directors of the Company.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 profit of the company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Considering the present nature of activity, information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGOING.

Export during the year amounted to Rs. Nil (Previous year Nil). The outgo of foreign exchange amounted to Rs. Nil (Previous year Nil).

10. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has appointed CS Niraj Trivedi, Practicing Company Secretary to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act, 1956. The Compliance Certificate for the financial year 2012-13 issued by him is attached hereto, and forming part of Director''s Report.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchange. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors,

Place : Mumbai Amit R. Dalmia

Date : 30th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS

2011-12 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 14.90 9.80

Less : Financial Charges 0.29 0.17

Depreciation 5.91 5.39

Current Tax 3.00 0.81

Deferred Tax (2.53) 2.53

MAT Credit Entitlement (0.00) (0.81)

Net Profit after depreciation and tax 8.23 1.71

Add : Loss brought down from earlier year (89.86) (91.57)

Prior Period Adjustment for Taxes (0.27) (0.00)

Balance (Loss) carried to Balance Sheet (81.90) (89.86)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit of Rs. 8.23 lacs for the year as against net profit of Rs. 1.71 lacs during the previous year.

The Management is exploring investment opportunities that may be deemed most beneficial to the interest of the Company.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has continued to make good progress and has achieved a turnover of over Rs. 50 Crores and it's outlook is good.

5. DIRECTORS

Mr. Amit R. Dalmia will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Mr. Vivek M. Jalan had resigned as Director of the Company w.e.f. 22nd March, 2012. Your Directors place on record their appreciation of the valuable service rendered by Mr. Vivek M Jalan during his tenure as Director.

Mr. J. Ramakrishnan was appointed as an additional Director of the Company with effect from 22nd March, 2012 and shall hold office up-to the date of the ensuing Annual General Meeting.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 profit of the company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors' Report for the year ended March 31, 2012 is annexed hereto.

10. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company appointed CS Niraj Trivedi, Practising Company Secretary to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certificate issued by him is attached hereto.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On Behalf of the Board of Directors

Place : Mumbai Amit R. Dalmia

Date : 30th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.

1. FINANCIAL RESULTS

2010-11 2009-10 (Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 9.82 110.91

Less : Financial Charges 0.19 0.11

Depreciation 5.39 4.28

Current Tax 0.81 18.80

Deferred Tax 2.53 0.00

MAT Credit Entitlement (0.81) (18.10)

Net Profit after depreciation and tax 1.71 105.82

Add : Loss brought down from earlier year (91.57) (195.48)

Prior Period Adjustment for Taxes (0.00) (1.91)

Balance (Loss) carried to Balance Sheet (89.86) (91.57)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year.

3. REVIEW OF OPERATION

During the year under review, your Company has earned a net profit of Rs. 1.71 lacs as against net profit of Rs. 103.91 lacs during the previous year.

The Management is exploring investment opportunities that may be deemed most beneficial to the interest of the Company.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has continued to make good progress and it's outlook is good.

5. DIRECTORS

Mr. Deepak Advani will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state as under :

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 profit of the company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

7. INSURANCE

All the properties of the Company including building, furniture, vehicles wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors' Report for the year ended March 31, 2011 is annexed hereto.

10. AUDITORS

M/s. J G Verma & Co, Chartered Accountants, Mumbai who would be retiring as Statutory Auditors of your Company at the ensuing Annual General Meeting, have expressed their unwillingness to be re-appointed due to their preoccupation. It is proposed to appoint M/s. Tembey & Mhatre, Chartered Accountants, Mumbai in place of the retiring Auditors. In terms of the provisions of section 225 of the Companies Act, 1956, the appointment of Auditors in place of the retiring Auditors of the Company requires the approval of the shareholders by way of an ordinary resolution.

Your Company has received the eligibility certificate under section 224(1B) of the Companies Act, 1956 from M/s. Tembey & Mhatre, Chartered Accountants, Mumbai.

Your attention is also invited to para 3 of the Auditors' Report. The Company has recognized Deferred Tax Asset in respect of brought forward business losses to the extent of Deferred Tax Liabilities, in line with past practice. The company is confident about having sufficient business income against the carry forward business losses which will be available for set-off for a period of another two years.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company appointed M/s. Jay D'Souza & Co., Practising Company Secretaries to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certificate issued by them is attached hereto.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On behalf of the Board of Directors

Amit R. Dalmia Chairman

Place : Mumbai Date : 1st July, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

1. FINANCIAL RESULTS

2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Profit before Financial Charges, Depreciation and Taxes 110.91 131.78

Less: Financial Charges 0.11 0.32

Depreciation 4.28 4.58

Current Tax 18.80 6.63

Fringe benefit Tax 0.00 0.02

MAT Credit Entitlement (18.10) (6.63)

Net Profit after depreciation and tax 105.82 126.86

Add: Loss brought down from earlier year (195.48) (322.34)

Prior Period Adjustment for Taxes (1-91) 0.00

Balance (Loss) carried to Balance Sheet (91.57) (195.48)

2. DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year.

3. REVIEW OF OPERATION

During the year under review, the Company has disposed off the land and building at Silvassa as approved by the shareholders of the Company under section 293(1 )(a) of the Companies Act, 1956 vide postal ballot notice dated 9th February, 2008. This action together with other activities have resulted in a net profit of Rs. 103.91 lacs for the year under review as against net-profit of Rs. 126.86 lacs during the previous year.

The Management is exploring investment opportunities that may be deemed most beneficial to the interest of the Company. The Company has acquired new premises at Mumbai during the year under report.

4. JOINT VENTURE

During the year under review, M/s. Strata Geosystems (India) Private Limited the Joint Venture Company has made reasonable progress and its outlook is good.

5. DIRECTORS

Mr. Vivek M. Jalan will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 profit of the company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

7. INSURANCE

All the properties of the Company including building, plant, machinery wherever necessary, and to the extent required, have been adequately insured.

8. PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, statement under section 217(2A) is not annexed.

9. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors Report for the year ended March 31, 2010 is annexed hereto.

10. AUDITORS

M/s. J. G. Verma & Co., Chartered Accountants, present statutory auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to consider their re-appointment and authorize the Audit Committee to fix their remuneration.

Your attention is also invited to the observation in Paragraph No 15 of the annexure to the Auditors Report. The same has been adequately dealt with in the last years Report.

11. SECRETARIAL COMPLIANCE CERTIFICATE

Your Company appointed M/s. Jay DSouza & Co., Practising Company Secretaries to conduct Secretarial Audit of the Company in terms of section 383-A of the Companies Act 1956. The Compliance Certificate issued by them is attached hereto.

12. CORPORATE GOVERNANCE

Your Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were taken during the year under report to implement the Code of Corporate Governance. A report of the Corporate Governance, along with the Certificate of Compliance from the Auditors forms part of this report.

13. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.

On behalf of the Board of Directors,

Place : Mumbai Amit R. Dalmia

Date : 29th May, 2010 Chairman

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