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Directors Report of Pact Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company are presenting their 22nd Annual Report together with the Audited Statement of Accounts of Pact Industries Limited for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS.

The summary of the financial performance of the Company for the financial year ended March 31, 2015 compared to the previous year ended March 31,2014 is given below:

(in Lacs)

Particulars Year Ended Year Ended March 31,2015 March 31,2014

Net Sales/Income 5156.59 5047.39

Gross profit before interest and depreciation 239.01 193.43

Finance cost 160.32 110.40

Profit before depreciation and amortisation- (Cash Profit) 78.69 83.03

Depreciation and Amortisation 57.85 63.12

PBT before exceptional items 20.84 19.91

Exceptional items 0.00 0.00

Profit before Tax (PBT) 20.84 19.91

Provision for Tax- Current 8.39 5.86

Provision for Tax- Deferred 0.78 0.29

Profit after Tax 11.67 13.76

Earning per Share (EPS) (after exceptional item )

- Basic 0.24 0.28

- Diluted 0.24 0.28

2. OPERATIONAL REVIEW :

The net sale for the year is Rs.5156.59 as compared to Rs. 5047.39 lacs of previous year.

4. TRANSFER TO RESERVE

The company has not transferred any amount in any reserve.

5. DIVIDEND

Directors are of the view that as the Expansion Programme has already been announced and to implement the capital-intensive plans together with loan repayment; these shall be made from operating surplus. The reserves & surplus of the Company have been kept intact to facilitate this purpose, so dividends have not been recommended for the year ending 31.03.2015 in the long term interest of the company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

7. SHARE CAPITAL

The Authorised Capital of the Company is Rs.6,00,00,000 (Rupees Six Crore Only) comprising of 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs. 10/- each and paid-up Capital of the Company is Rs 5,94,08,000(Rupees Five Crore Ninety four Lakhs Eight Thousand Only) comprising of 49,40,800 (Forty Nine Lakh forty thousand Eight Hundred) equity shares of Rs. 10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs. 10/- each. During the financial year 2013-14 company has allotted 10,00,000 preference shares of Rs. 10/- each on preferential basis.

7.1 BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

7.2 SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

7.3 BONUS SHARES

No Bonus Shares were issued during the year under review.

7.4 EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

8. FINANCE

8.1 CASH AND CASH EQUIVALENT

Cash and Cash equivalent as at 31st March, 2015 is Rs. 50.14 lacs. The Company continues to focus on judicious management of working capital. Working Capital parameters are kept under strict check through continuous monitoring.

8.2 DEPOSITS/ FIXED DEPOSITS

During the year, Company has not accepted deposit from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not repaid any deposit to public and there is no deposits are pending as on 31st March, 2015.

8.3 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Detail of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements.

9. BOARD

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

9.1 No. Of Meetings Of The Board

During the year Ten (10) Board Meetings and Four (4) Audit Committee Meetings 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.

9.2 Policy On Director's Appointment And Remuneration.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 6 members, three of whom are executive and two are non-executive independent directors and one women director. The Board periodically evaluates the need for change in its composition and size.

Mr. Amarjit Singh resigned from the Directorship w.e.f. 25.02.2015 and Mrs. Jasjeet Kaur appointed as Women Director on 25.03.2015.

The Company has adopted Nomination and Remuneration policy for directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 and clause 49 of the Listing Agreement. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. The Nomination and Remuneration policy is explained in Corporate Governance Report.

9.3 Declaration By Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement

9.4 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9.5 Training of Independent Directors.

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

9.6 Re- Appointments

As required under clause 49 of the Listing Agreement, the details of Director appointed / reappointment are given in this annual Report and forms part of this report.

9.7 Retirements and Resignations

During the year under review Mr. Amarjit Singh has resigned from the directorship of the company w.e.f. 25.02.2015 respectively.

10. COMMITTEES OF THE BOARD

a) Audit Committee

The Audit Committee was re - constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of listing agreement on 09.12.2014. Audit Committee includes Mr. Amarjit Singh (Chairman), Mr. Amandeep Singh (Member) and Mr. Narinderjit Singh Sethi (member). The term of reference and other details are given in Corporate Governance Report and forms part of this report.

Mr. Amarjit Singh resigned from the directorship of the company on 25.02.2015. Mr. Harpreet Singh is appointed as Chairman of the Committee on 25.02.2015 in place of Mr. Amarjit Singh.

b) Nomination and Remuneration Committee

The remuneration committee was renamed and reconstituted as Nomination and Remuneration Committee at a board meeting. The terms of reference of the committee are disclosed in Corporate Governance Report and forms part of this report.

c) Corporate Social Responsibility Committee

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company. So, the Company has not contributed towards it as Corporate Social Responsibility Committee is not applicable.

d) Stakeholder Remuneration Committee

The Stakeholders' Relationship Committee was constituted by the Board on consequent to the dissolution of the Share transfer cum Investors' Grievance Committee. This Committee includes Mr. Narinderjit Singh (Chairman) and Mr. Amandeep Singh (member). Term of reference and other details are given in Corporate Governance Report and forms part of this report.

e) Risk Management Committee

The Company has formed the Risk Management Committee with its members as Mr. Amandeep Singh (Chairman), Mr. Narinderjit Singh (member) and Mrs. Jasjeet Kaur (member) and the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

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

(b) the directors had 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 and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- Not applicable to Private Limited Company.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS

12.1 Statutory Auditors

M/s Rajesh Mehru & Co., Chartered Accountants, were appointed as Statutory Auditors for a period of three years in the Annual General Meeting held on 30.09.2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

12.2 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 Company has appointed M/S Brij K. Tiwari & Associates (CP No.: 2831, FCS: 4442),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure - A'.

12.3 Internal Auditors

Mr. Bipin Bihari Singh performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

12.4 Cost Auditor

The Cost Audit was not applicable on the Company during the Financial Year 2014-15 as per Companies (Cost record & audit) Rules, 2014.

13. LISTING OF SECURITIES

The Securities of the Company are listed on Bombay Stock Exchange Limited. The Company has paid annual listing fee to exchanges for the year 2015-16.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure- B'

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY.

The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered into with Related Parties as defined under Clause 49 of the Listing Agreement not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The report of the Board in respect of the particular of contracts or arrangements with related parties referred to sub section (1) of Section 188 in form AOC-2 is annexed to this report in annexure- C

19. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliance forms an integral part of this Report.

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

The Company has in place a prevention of sexual Harassment policy in line with the requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition and Redressal) Act, 2013. During the year 2014-15, no complaint were received by the Company related to sexual Harassment.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 (Asccounts) Rules, 2014, is annexed herewith as "Annexure- D"

22. PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to the Board's report.

Since there is no employee receiving remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, there is no information requires to be given under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

23. APPRECIATION AND ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

24. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of Energy - Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution system and through improved operational techniques.

(ii) The steps taken by the company for utilizing alternate sources of energy : NIL

(iii) The capital investment on energy conservation equipments - Due to Industry scenario in previous years company was not able to spend any money on equipments for energy conservation.

B Technology absorption -

(i) The efforts made towards technology absorption;

The Company is continuously endeavoring to upgrade its technology from time to time in all aspects through in-house R&D primarily aiming at reduction of cost of production and improving the quality of the product. The Company has successfully achieved results in reducing the cost of production, power consumption and improving technical efficiencies and productivity.

(ii) The benefit derived like product improvement, cost reduction, product development or import substitution: NONE

(iii) In case of imported technology ( imported during the last three years reckoned from the beginning of the financial year) : NONE

a. The details of technology imported;

b. The year of import;

c. Whether the technology been fully absorbed;

d. If not fully absorbed, areas where absorption has not taken place, and the reasons the reasons

thereof; and

(iv) The expenditure incurred on Research and Development: No specific expenditure exclusively on R&D has been incurred. The indigenous technology available is continuously being upgraded to improve the overall performance of the Company.


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(FIGURES IN LACS) PARTICULARS Year ended Year ended 31.03.2013 31.03.2014

Turnover & Other Incomes 5041.82 5047.39

Profit before interest & Dep. 189.29 193.43

Interest 109.99 110.40

Depreciation 66.51 63.12

Profit before Tax 12.79 19.91

Provision for tax (including deferred tax liab.) 4.28 6.15

Profit after tax 8.51 13.76

Less: Income tax of previous years 0.00 0.00

Adjustments/ Losses 0.00 0.00

Transfer to General Reserve 0.00 0.00

Balance carried forward from earlier year 15.43 20.09 (Net of Deferred tax liabilities)

Carried to Balance Sheet 20.09 33.85

SUBSIDIARIES

The company does not have any subsidiary.

NO DEFAULT

The company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institution and/or banks during the period under review.

DIVIDENDS

Directors are of the view that as the Expansion Programme has already been announced and to implement the capital-intensive plans together with loan repayment; these shall be made from operating surplus. The reserves & surplus of the Company have been kept intact to facilitate this purpose, so dividends have not been recommended for the year ending 31.03.2014 in the long term interest of the company.

DIRECTORS

S. Gurdeep Singh & S. Amandeep SIngh are retiring by rotation and being eligible offers themselves for re-appointment. Keeping in view their contribution to the company the board recommends their re- appointment.

AUDITORS

At the Annual General Meeting the members will be required to appoint Auditors and fix their remuneration. M/s. Rajesh Mehru & Co., Chartered Accountants, statutory auditors of the company are retiring at the ensuing Annual General Meeting and are eligible for re-appointment as per certificate furnished pursuant to Sec 139(1) of the Companies Act, 2013. The appointment, if approved, will be for a period of three years as required by Sec 139(1) of the act.

AUDITOR''S REPORT

The Auditors Report and Notes to the accounts are self-explanatory and do not call for further comments.

SHARE CAPITAL

The Authorised Capital of the Company is Rs.6,00,00,000 (Rupees Six Crore Only) comprising of 50,00,000 (Fifity Lakh) equity shares of Rs. 10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs. 10/- each and paid-up Capital of the Company is Rs 5,94,08,000(Rupees Five Crore Ninety four Lakhs Eight Thousand Only) comprising of 49,40,800 (Forty Nine Lakh forty thousand Eight Hundred) equity shares of Rs. 10/- each and 10,00,000(Ten Lakh) Redeemable Preference shares of Rs. 10/- each. During the financial year 2013-14 company has allotted 10,00,000 preference shares of Rs. 10/- each on preferential basis.

APPOINTMENT OF CSP

The board has appointed M/s. Brij K. Tiwari & Associates, Company Secretaries, for providing consultancy services & doing certification of various forms of company. The Compliance Certificate received in accordance with the provisions of Section 383A(1)(a) read with the Companies (Compliance Certificate) Rules, 2001 is annexed to the Directors report. The said Compliance Certificate is Self explanatory and needs no comments. The board hereby confirms that: -the company has entered into transactions falling u/s. 297 of the Act on cash basis at market price and hence no prior approval of Central Government has been sought.

-the company has given advances, loans to persons falling u/s. 295 but the same has been given for purchase of land.

-the company has not accepted any deposit falling within the provisions of Section 58A.

-the company has not provided any loan or guarantee as mentioned u/s. 372A.

-the company has complied with the provisions of section 217 of the Act.

COMPLIANCE CERTIFICATE

A compliance certificate obtained from M/s. Brij K. Tiwari & Associates, Company Secretaries pursuant to provisions of Section 383A is attached herewith. The same being self explanatory no comments are required.

INDUSTRIAL RELATIONS

Industrial relations in all the units of the Company remained cordial through out the year under review.

HUMAN RESOURCE DEVELOPMENT

Your company recognizes human resources as its most valuable resources and lays considerable emphasis on their training and development with a view to create a culture of learning trust safety and fairness. During the period under review, your company continues to attract & retains their talent from all parts of country. Your company is also heading towards developments of internal trainers for imparting the training and attitude building of the employees.

PARTICULARS OF EMPLOYEES

The information required in terms of section of 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is NIL.

DEPOSITS

The company has not accepted any deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of directors pursuant to the provisions of section 217 (2AA) of the Company Act 1956 is annexed and forms part of this report.

CORPORATE GOVERANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Clause of the Listing Agreement is annexed to the report on Corporate Governance.

CODE OF CONDUCT:

The Code of Conduct is in line with the provisions of Clause 49 of the Listing Agreement has been framed / adopted by the Board and is applicable to all the members of the Board and Senior Management Executives. This Code forms an integral part of the Company''s Government Policy. The Company adheres to the highest standards of business ethics, compliance with the statutory and legal requirements and commitment to transparency in business dealings.

Declaration affirming compliance of Code of Conduct.

A declaration by the Managing Director affirming compliance of Board members and senior management personnel to the code is mentioned herewith:

Declaration signed by the Managing Director

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Personnel have confirmed compliance with the code of conduct for the year ended 31st March, 2014.

Directors'' Responsibility Statement pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 and forming part of the Directors'' report for the year ended 31st March, 2014.

The Statement of the Directors'' responsibility on the annual accounts of the Company for the year ended 31st March, 2014 is given below:

1. That in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had 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 as at 31st March, 2014 and of the profit or loss of the Company for the year ended 31st March, 2014.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in and detecting fraud and other irregularities.

4. That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Yours Directors wish to place on record their thanks and appreciation for the valuable support and co- operation of various agencies and departments of the central and state governments, financial institutions, banks, customers, suppliers, other business associates and investors.

Yours Directors also acknowledge the dedicated efforts of the employees at all levels and wish to records their sincere thanks to the investors for reposing their continued confidence in the Company, which has always been source of strength for the Company.

For Pact Industries Limited Place: Ludhiana ( Harpreet Singh) Dated: 05th September,2014 Managing Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company along with audited statements at accounts for the year ended 31 st March. 2013.

FINANCIAL RESULTS

(FIGURES IN LACS)

PARTICULARS Year ended Year ended 31.03.2013 31.03.2012

Turnovers, Other Incomes 5041.82 4835.95

Profit before interest & Dep. 189.29 139.80

Interest 109.99 60.55

Depreciation 66.51 87.33

Profit before Tax 12,79 11.92

Provision for tax [including deferred tax liab.) 4.28 0.46

Profit after tax 8.51 11.46

Less: income fox of previous years 0.00 0.00

Adjustments/ Losses 0.00 9.71

Transfer to General Reserve 0.00 o.oo

Balance caned forward from earlier year 15.43 13.68

(Net of Deferred tax liabilities)

Carried to Balance Sheet 20.09 15.43

* PRODUCTION AND SALES REVIEW :

During the year under review, Company has registered a turnover of Rs. 5041.82 lacs as compared to Rs,4635,95 lacs showing growth over the previous year's turnover. Tie business- wise performance is as under

i) Fabric & cloth: During the year, the Sales of processed fabric increased from 2025.77 lacs to 2035.99 lacs showing good growth over the previous year. The Production of processed fabric also increased during the year. Besides this during the year the Company has undertaken Fabrication of outside parties although fabrication of knitted cloth has decreased,

II) Garments The Company has not done any business In garment segment due to huge competition,

Ill) Steel : During the year, the Sales of ingots (Steel ) increased from 2540.72 lacs to 3005.83 Iocs showing good growth over the previous year. The Production of Steel also increased during the year.

PROFITABILITY:

During 2012-13, the company generated EBIDT of Rs. 189.29 Lacs as compared to Rs. 139.80 Lacs in the previous year registering on annualized increase of 35.40 per cent on a year to year basis.

RESOURCES UTILISATION:

I) Fixed Assets: the Company's gross block stood at Rs. 879.28 Lacs on March 31. 2013 as compared with Rs. 796.01 Lacs as al March 31. 2012.

ii) Working Capital; The Company makes aggressive purchases of raw material with a seasonal availability to capitalize on cyclical opportunity This translates into a large raw material inventory reflected in the numbers drown on the Balance Sheet date. As a matter of fiscal prudence, the company deploys JIT for all other raw materials. The delivery period of the finished goods may extend over the period of time, depending upon the manufacturing limitations and economics of batch manufacture. As on the balance sheet date, inventories included the slocks dispatched to customers against which the documentary completion was pending.

Total working capital limit availed from bonk as on date of drawing the balance sheet was at Rs.658.94 Lacs compared to Rs. 585.68 Lacs as on March 31,2012.

* FINANCIAL CONDITIONS 6 LIQUIDITY:

Management believes that the Company's liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cosh requirements. The position of liquidity and capital resources of the Company Is given below:

(Rs. in Lacs)

2012-13 2011-12

Cash & Cosh equivalents:

Beginning of the year 254.38 9.49

End of the Year 170.42 254.36

Net Cash provided (used) by:

Operating Activities -125.31 43.70

Investing Activities -113.59 -127.16

Financial Activities 154.94 328.35

d) Internal control System:

The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal Audit in the organization is on independent appraisal activity and it measures the efficiency, adequacy and effectiveness Of other controls in the organization. All significant issues are brought to the attention of the Audit Committee of the Board.

e) MANAGEMENT perception of Risk 8. Concern:

The probable material effects of an uncertain environment [both internal as well as external) on business goals are idenlified. The factors, which could affect the performance vis-a-vis. the stated objectives are determined. Each and every activity is analyzed and the internal and external forces acting on them along with the negative resultant which could possibly surface is identified where internal factors are perceived to be the drivers, adequate policy- procedure checks are installed within the business processes for earlier recognition and corrective measure to overcome the same, in case of external drivers, a continuous cost benefit analysis is done to take a proactive approach and safe guard the business outcome on a substantial basis.

Risk is necessary part and parcel of each business and risk taking is must for business growth. However, negative impact of business risk has to be managed through effective risk management both at policy formulation and implementation levels. Operations of the company are subject to general business risks, which include competition in the market both national and international, fluctuation in currency parity and political and social instability in the country. Though adequate care is taken to minimize impact of such imponderables but it should be understood that these inherent and Inescapable in any business situation

f) Human Resources / Industrial Relations:

The Company continues to lay emphasis on building and sustaining excellent organization climate based on human performance. Performance management Is the key word for the Company.

Pursuit of proactive policies for industrial relations has a peaceful and harmonious situation.

SUBSIDIARIES

The company does not have any subsidiary.

NO DEFAULT

The company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institution and/or banks during the period under review.

DIVIDENDS

Directors ore of the View that as the Expansion, Programme has already been announced and to implement the capital-intensive plans together with loon repayment: these shall be made from operating surplus. The reserves & surplus of the Company have been kept intact to facilitate this purpose, so dividends have not been recommended tor the year ending 31.03.2013 in the long term interest of the company.

DIRECTORS

S. Harpreet Singh & S. Amarji) Singh Walla are retiring by rotation and being eligible Offers themselves for re- appointment. Keeping in view their contribution to the company the board recommends their re- appointment.

AUDITORS

M/s. Rajesh Mchru & Co. Chartered Accountants the statutory Auditors of the Company retire at the ensuing Annual General Meeting and ore eligible for re-appointment.

AUDITOR'S REPORT

The Auditors Report and Notes to the accounts are self-explanatory and do not call tor further comments.

APPOINTMENT OF CSP

M/s. Brij K. Tiwani 8. Associates. Company Secretaries, retire at the forthcoming Annual General Meeting and are eligible tor reappointment. The Compliance Certificate received in accordance with the provisions of Section 383A(1 )(a) read with the Companies (Compliance Certificate] Rules 2001 is annexed to the Directors report. The board hereby confirms that:

*the company has entered into transaction falling u/s. 297 of the Ad on cash basis at market price and hence no prior approval of Central Government has been sought,

*the company has given advances, loans to persons falling u/s. 295 but the same has been given for purchase of land.

*the company has not accepted any deposit falling within the provisions of Section 58A.

*the company has not provided any loan or guarantee as mentioned u/s. 372A.

*the company has complied with the provisions of section 217 or the Act.

COMPLIANCE CERTIFICATE

A compliance certificate obtained from M/s. Brij K, Tiwari & Associates, Company Secretaries pursuant to provisions of Section 383A is attached herewith, the same being self explanatory no comments are required.

INDUSTRIAL RELATIONS

industrial relations in all the units of the Company remained cordial through out the year under review.

HUMAN RESOURCE DEVELOPMENT

Your company recognizes human resources as its most valuable resources and lays considerable emphasis on their training and development with a view to create a culture of learning trust safety and fairness. During the period under review, your company continues to attract & retains their talent from all ports of country. Your company is also heading towards developments of infernal Trainers for imparting the training and attitude building of the employees.

PARTICULARS OF EMPLOYEES

The information required in terms of section of 217(2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules. 1975 as amended is NIL

DEPOSITS

The company has not accepted any deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of directors pursuant to the provisions of section 217 (2AA) of the Company Act 1956 is annexed and forms part at this report.

CORPORATE GOVERANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming port of the Annual Report of the Company is annexed hereto. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Clause of the Listing Agreement is annexed to the report on Corporate Governance.

CODE OF CONDUCT

The Code of Conduct is in line with the provisions of Clause 49 of the Listing Agreement has been framed /adopted by the Board and is applicable to all the members of the Board and Senior Management Executives. This Code forms on integral part of the Company's Governance policy. The Company adheres to the highest Standards at business ethics, compliance with the Statutory and legal requirements and commitment to transparency in business dealings.

Declaration affirming compliance of Code of Conduct

A declaration by the Managing Director affirming compliance of Board members and senior Management Personnel to the Code is mentioned herewith:

ACKNOWLEDGEMENTS

Yours Directors wish to place on record their thanks and appreciation for the valuable support and co-operation of various agencies and departments of the central and state governments, financial institutions, banks, customers, suppliers, other business associates and investors.

Yours Directors also acknowledge the dedicated efforts of the employees at all levels and wish to records their sincere thanks to the investors for reposing their continued confidence in the Company, which has always been source of strength for the Company.

BY THE ORDER Of THE BOARD

PLACE: LUDHIANA (AVTAR SINGH TAKKAR) DATED: 05th September, 2013 CHAIRMAN


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (FIGURES IN LACS) PARTICULARS Year ended Year ended 31.03.2011 31.03.2012

Turnover & Other Incomes 2042.93 4635.95

Profit before interest & Dep. 15.67 139.80

Interest 7.13 60.55

Depreciation 5.77 67.33

Profit before Tax 2.77 11.92

Provision for tax (including deferred tax liab.) 0.00 0.46

Profit after tax 2.77 11.46

Less: Income tax of previous years 0.67 0.00

Adjustments/ Losses 0.00 9.71

Transfer to General Reserve 0.00 0.00

Balance carried forward from earlier year 11.59 13.68 (Net of Deferred tax liabilities)

Carried to Balance Sheet 13.68 15.43

SUBSIDIARIES

The company does not have any subsidiary.

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of loans to any of the financial institution and/or banks during the period under review.

DIVIDENDS

Directors are of the view that as the Expansion Programme has already announced and to implement the capital-intensive plans together with loan repayment; these shall be made from operating surplus. The reserves & surplus of the Company have been kept intact to facilitate this purpose, so dividends have not been recommended for the year ending 31.03.2012 in the long term insterest of the company.

DIRECTORS

S. Avtar Singh & S. Amandeep Singh are retiring by rotation and being eligible offers themselves for re- appointment. Keeping in view their contribution to the company the board recommends their re- appointment.

S.Charanpreet Singh has resigned from the directorship.

AUDITORS

M/s. Rajesh Mehru & Co. Chartered Accountants the statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITOR''S REPORT

The Auditors Report and Notes to the accounts are self-explanatory and do not call for further comments.

APPOINTMENT OF CSP

M/s. Brij K. Tiwari & Associates, Company Secretaries, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Compliance Certificate received in accordance with the provisions of Section 383A(1)(a) read with the Companies (Compliance Certificate) Rules, 2001 is annexed to the Directors report.

The board hereby confirms that:

-the company has entered into transactions falling u/s. 297 of the Act on cash basis at market price and hence no prior approval of Central Government has been sought.

-the company has not given advances, loans to persons falling u/s. 295 except advances made in normal course of business.

-the company has not accepted any deposit falling within the provisions of Section 58A.

-the company has not provided any loan or guarantee as mentioned u/s. 372A.

-the company has complied with the provisions of section 217 of the Act.

COMPLIANCE CERTIFICATE

A compliance certificate obtained from M/s. Brij K. Tiwari & Associates, Company Secretaries pursuant to provisions of Section 383A is attached herewith. The same being self explanatory no comments are required.

INDUSTRIAL RELATIONS

Industrial relations in all the units of the Company remained cordial through out the year under review.

HUMAN RESOURCE DEVELOPMENT

Your company recognizes human resources as its most valuable resources and lays considerable emphasis on their training and development with a view to create a culture of learning trust safety and fairness. During the period under review, your company continues to attract & retains their talent from all parts of country. Your company is also heading towards developments of internal trainers for imparting the training and attitude building of the employees.

PARTICULARS OF EMPLOYEES

The information required in terms of section of 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is NIL.

DEPOSITS

The company has not accepted any deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of directors pursuant to the provisions of section 217 (2AA) of the Company Act 1956 is annexed and forms part of this report.

CORPORATE GOVERANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Clause of the Listing Agreement is annexed to the report on Corporate Governance.

Directors'' Responsibility Statement pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 and forming part of the Directors'' report for the year ended 31st March, 2012.

The Statement of the Directors'' responsibility on the annual accounts of the Company for the year ended 31st March, 2012 is given below:

1. That in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had 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 as at 31st March, 2012 and of the profit or loss of the Company for the year ended 31st March, 2012.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in and detecting fraud and other irregularities.

4. That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Yours Directors wish to place on record their thanks and appreciation for the valuable support and co- operation of various agencies and departments of the central and state governments, financial institutions, banks, customers, suppliers, other business associates and investors.

Yours Directors also acknowledge the dedicated efforts of the employees at all levels and wish to records their sincere thanks to the investors for reposing their continued confidence in the Company, which has always been source of strength for the Company.

BY THE ORDER OF THE BOARD

PLACE: LUDHIANA (AVTAR SINGH TAKKAR) DATED: 1 st September, 2012 CHAIRMAN


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company along with audited statements of accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (FIGURES IN LACS) PARTICULARS Year ended Year ended 31.03.2011 31.03.2010

Turnover & Other Incomes 2042.93 1989.81

Profit before interest & Dep. 15.67 10.04

Interest 7.13 1.22

Depreciation 5.77 6.64

Profit before Tax 2.77 2.18

Provision for tax (including deferred tax liab.) 0.00 0.00

Profit after tax 2.77 2.18

Less: Income tax of previous years 0.67 0.00

Adjustments/ Losses 0.00 0.00

Transfer to General Reserve 0.00 0.00

Balance carried forward from earlier year 11.59 8.99 (Net of Deferred tax liabilities)

Carried to Balance Sheet 13.68 11.59

EXPANSIONS:

During the current Year the Company has started iron, steel casting unit. The future of iron & steel products is bright keeping in view the future demand for infrastructure projects and housing sector.

SUBSIDIARIES

The company does not have any subsidiary.

NO DEFAULT

The company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institution and/or banks during the period under review.

DIVIDENDS

Directors are of the view that as the Expansion Programme has already announced and to implement the capital-intensive plans together with loan repayment; these shall be made from operating surplus. The reserves & surplus of the Company have been kept intact to facilitate this purpose, so dividends have not been recommended for the year ending 31.03.2011 in the long term interest of the company.

DIRECTORS

S. Narinderjit Singh Sethi & S. Amarjit Singh Walia are retiring by rotation and being eligible offers themselves for re-appointment. Keeping in view their contribution to the company the board recommends their re- appointment.

Mr. Harpreet Singh, Mr. Gurdeep Singh is Managing Directors of the company drawing a remuneration of Rs.1.80 Lac p.a. Mr. Charanpreet Singh is a Whole time Director of the company drawing a remuneration of Rs.1.56 Lac p.a. The board proposes to reappoint them at the same remuneration for a period of 3 years.

The company is required to have a remuneration committee consisting of three independent directors and to fulfill this requirement the board had appointed Mr. Amandeep Singh as additional director of the company on 01.09.2011 and he is retiring at the forthcoming AGM.

The company has received a notice pursuant to section 257 proposing the appointment of Mr. Amandeep Singh as director alongwith the required deposit.

AUDITORS

M/s. Rajesh Mehru & Co. Chartered Accountants the statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITOR''S REPORT

The Auditors Report and Notes to the accounts are self-explanatory and do not call for further comments.

APPOINTMENT OF CSP

M/s. Brij K. Tiwari & Associates, Company Secretaries, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Compliance Certificate received in accordance with the provisions of Section 383A(1)(a) read with the Companies (Compliance Certificate) Rules, 2001 is annexed to the Directors report. The board hereby confirms that:

-the company has entered into transactions falling u/s. 297 of the Act on cash basis at market price and hence no prior approval of Central Government has been sought.

-the company has given advances, loans to persons falling u/s. 295 but the same has been given for purchase of land.

-the company has not accepted any deposit falling within the provisions of Section 58A.

-the company has not provided any loan or guarantee as mentioned u/s. 372A.

-the company has complied with the provisions of section 217 of the Act.

COMPLIANCE CERTIFICATE

A compliance certificate obtained from M/s. Brij K. Tiwari & Associates, Company Secretaries pursuant to provisions of Section 383A is attached herewith. The same being self explanatory no comments are required.

INDUSTRIAL RELATIONS

Industrial relations in all the units of the Company remained cordial through out the year under review.

HUMAN RESOURCE DEVELOPMENT

Your company recognizes human resources as its most valuable resources and lays considerable emphasis on their training and development with a view to create a culture of learning trust safety and fairness. During the period under review, your company continues to attract & retains their talent from all parts of country. Your company is also heading towards developments of internal trainers for imparting the training and attitude building of the employees.

PARTICULARS OF EMPLOYEES

The information required in terms of section of 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is NIL.

DEPOSITS

The company has not accepted any deposits during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of directors pursuant to the provisions of section 217 (2AA) of the Company Act 1956 is annexed and forms part of this report.

CORPORATE GOVERANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Clause of the Listing Agreement is annexed to the report on Corporate Governance.

Directors'' Responsibility Statement pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 and forming part of the Directors'' report for the year ended 31st March, 2011.

The Statement of the Directors'' responsibility on the annual accounts of the Company for the year ended 31st March, 2011 is given below:

1. That in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had 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 as at 31st March, 2011 and of the profit or loss of the Company for the year ended 31st March, 2011.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 in and detecting fraud and other irregularities.

4. That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Yours Directors wish to place on record their thanks and appreciation for the valuable support and co- operation of various agencies and departments of the central and state governments, financial institutions, banks, customers, suppliers, other business associates and investors.

Yours Directors also acknowledge the dedicated efforts of the employees at all levels and wish to records their sincere thanks to the investors for reposing their continued confidence in the Company, which has always been source of strength for the Company.

BY THE ORDER OF THE BOARD PLACE: LUDHIANA (AVTAR SINGH TAKKAR) DATED: 5th September, 2011 CHAIRMAN

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