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Directors Report of Pankaj Polymers Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present herewith the 23rd Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2015.

1. Financial Results and Operations

The summarized financial results for the year ended 31st March 2015 as compared with the previous year are as under:

Rs. In Lakhs

S. Particulars For the Year For the Year No 2014-15 2013-14

a. Sales 3431.31 3046.07

b. Profit before Interest, Depreciation & Tax 164.50 54.13

c. Less:lnterest 95.44 101.84

d. Less: Depreciation 48.94 77.87

e. ProfitbeforeTax 20.12 19.36

f. Less:ProvisionforlncomeTax 4.12 7.95

g. Add: Deferred Tax 33.72 5.85

h. Less: MAT Credit Entitlement 0 4.80

i. Net Profit 49.72 12.46

The Net Sales for the year ended 31st March, 2015 is Rs. 3431.31 lakhs, as against Rs. 3046.07 lakhs for the previous corresponding year. The Profit Before Tax is Rs. 20.12 lakhs as against Rs. 19.36 lakhs for the previous year showing a Marginal Increase of about 3%.

The Company has two major polymer operations i.e., HDPE/PP WOVEN SACKS/FABRICS and PLASTIC MOULDED INDUSTRIAL ACCESSORIES. Both segments have different business environment, require different technical expertise, have separate market and product profile.

As the members were already informed that the Board of Directors have reviewed the operations of HDPE/PP Woven Sacks Segment / Division and was of the view that the division was incurring losses due to fluctuation of raw material prices, stiff competition, change in technology and insolence of existing plant. The unit specifically caters and dependent on Cement Industry and the market conditions were not very favourable to the Cement Industry. The HDPE unit was incurring losses since quite some time and was facing bigger challenges in terms of sale of products, realization of sale proceeds in time. For better performance, the unit requires Modernization of Plant and Machinery by replacement of Existing machinery, induction of new products in the division and expansion of the market which requires infusion of substantial amount of capital investment as well as working capital funds. The Board was of an opinion that further investment would not be viable at the given rates of interest as there was no hope for revival of the industry in the near future considering the present market scenario.

Therefore the Board recommended to close the operations and sell/transfer the entire plant & machinery, land & Buildings of HDPE Unit of the company as a going concern or separately.

The members have accorded their approval u/s 180(l)(a) on 25th June, 2015 for sale/transfer of the entire plant & machinery, land & Buildings of HDPE Unit of the Company as a going concern or separately by way of special resolution, through Postal Ballot. The company discontinued operations of the HDPE Unit w.e.f May 2015.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public and no amount of principal or interest on public deposits was outstanding as on the balance sheet date within the meaning of section 73 and 74(1) of the Companies Act, 201 3 read with Rule 2(c) of Companies (Acceptance of Deposits) Rules, 2014.

4. Transfer to the Reserves

No amount was transferred to the Reserves for the year ending 31.03.2015.

5. Board of Directors

Relevant information on composition of the Board and number of meetings is provided in 'Board of Directors' section of Corporate Governance Report which forms part of this Annual Report.

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company Shri. Pankaj Goel, Managing Director and Shri. Paras Goel, Jt Managing Director retires by rotation and offers themselves for re-appointment. Your Board of Directors recommends their reappointment. Their brief profile has been provided elsewhere in this Annual Report.

During the year, Smt. Nita Goel (DIN : 00014507) has been appointed as an Additional Director in the capacity of a Non-Executive, Non Independent, Women Director. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Smt. Nita Goel shall hold office up to the date of the ensuing Annual General Meeting of the Company. Considering her experience and expertise, your Board recommends her appointment as Women Director of the Company.

Shri. Sandeep Gupta (DIN: 02588337) has been appointed as an Additional Director in the capacity of an Independent Director, on 10.08.2015 who shall hold office up to the date of the ensuing Annual General Meeting of the Company. Considering his varied experience and expertise, your Board recommends his appointment as an Independent Director of the Company for a period of 5 years.

Their brief profile has been provided elsewhere in this Annual Report.

Statement on Declaration given by Independent Directors under sub-Section (6) of Section 149

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6).

6. Evaluation of the Board's Performance.

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board and of its Committees was carried out during the year under review. More details on the same is in the Corporate Governance Report.

7. Familiarization Program for Independent Directors

The company has formulated a familiarization program for the Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company.

8. Nomination and Remuneration Policy

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

9. Director's Responsibility Statement

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2015ona 'going concern basis'.

e. That the directors have laid down internal financial controls to be followed by the company and that such financial controls are adequate and operating effectively.

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 efficiently.

10. Auditors

a) Statutory Auditors

The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, Hyderabad (Firm Reg. No. 01882S), retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your company has received intimation to the effect that, proposed reappointment if made, would be within the prescribed limit under Section 141 of the Companies Act 2013 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed.

The Board based on the recommendation of the Audit Committee, recommends the appointment of M/s. Luharuka & Associates, Chartered Accountants as Statutory Auditors of the Company.

The Auditors' Report to the Shareholders for the year under review does not contain any Qualifications.

b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed Shri Suresh Chand Agarwal, Chartered Accountant, as the Internal Auditor of your Company. The Internal Auditor is submitting their reports on quarterly basis.

c) Secretarial Auditors

The Board has appointed M/s. A.S Ram Kumar & Associates, Company Secretary in Practice, to carry on the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this report as Annexure-A. With respect to the observation made in the Secretarial Audit Report regarding the inadequate number of Independent Directors, due compliance in the Board composition was achieved on 10thAugust, 2015 and the default was on account of appointment of a Non-Independent, Women director as on 30/03/2015, to comply with the provisions of Companies Act, 2013 and Listing Agreement.

11. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has 70 employees, as permanent employees on rolls of the company.

12. Corporate Governance

As per revised Clause 49 of the Listing Agreement on Corporate Governance, the company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under the Listing Agreement, along with a certificate from the auditors confirming the compliance forms part of this Report.

13. Risk Management Policy

The company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products and fluctuations prices as well as availability of raw materials.

14. Management Discussion & Analysis Report

Pursuant to the provisions of Clause 49 of Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure -B to this report.

15. Whistle Blower Policy

The company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behaviour, fraud, violation of Company's Code of Conduct. None of the personnel has been denied access to the Audit Committee..

16. Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel.

17. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year:

a) No. of Complaints Received : NIL

b) No. of Complaints Disposed off : NIL

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in the Annexure- C to this report.

19. Disclosures under the Companies Act, 2013

i. Extract of Annual Return

An extract of Annual Return prepared in accordance with section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure - D to this Report.

ii. Number of Board Meetings

The Board of Directors met Five (5) times during the year 2014-15. The details of Board Meeting and attendance of Directors is provided in the Corporate Governance Report, which forms a part of this Report.

iii. Change in Share Capital

There was no change in Share Capital during the year 2014-15.

iv. Composition of Audit Committee.

The Board has constituted the Audit Committee, comprising of Shri. T. Prasad Reddy, as the Chairman, Shri Ishoo Narang and Shri. Manohar Ramavat as the members of the committee. More details on the Committee are given in the Corporate Governance Report, which forms a part of this Report.

v. Related Party Transactions

All Related Party Transactions are entered on Arm's Length basis and are in compliance of the Companies Act, 2013 and the Listing Agreement.

There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. Approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

vi. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013

No Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013 have been made during the year, 2014-15.

20. Significant and material orders passed by Regulators or Courts

There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

21. Human Resource

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the company's vision. Your company appreciates the spirit of its dedicated employees.

22. Acknowledgements

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company's Bankers. Your Director's also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Place : Secunderabad Sd/- Date : 10.08.2015 Baburam Goel Chairman (DIN 00012924)


Mar 31, 2014

Dear Members,

The Directors are pleased to present herewith the 22nd Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2014.

1. Financial Results and Operations Rs. in Lakhs

The summarized financial results for the year ended 31st March 2014 as compared with the previous year are as under:

S. Particulars For the year For the year No 2013-14 2012-13

a. Sales 3046.07 3124.55

b. Profit before Interest, Depreciation & Tax 54.13 183.95

c. Less: Interest 101.84 80.18 d. Less: Depreciation 77.87 80.03

e. Profit before Tax 19.36 23.74

f. Less: Provision for Income Tax 7.95 4.66

g. Add: Deferred Tax 5.85 1.62

H Less: MAT Credit Entitlement 4.80 0.97

i. Net Profit 12.37 21.67

The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public.

4. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A

5. Directors

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the conform Sri.Baburam Goel, Director retire by rotation and being eligible offer themselves for re-appointment.

The company has received declarations from all the Independent Directors of the company comforming that they meet the criteria of Independence as prescribed both under section 149(6) of companies Act, 2013 and under clause 49A of the listing agreement with the stock exchange. Management proposed to appoint the Independent Director for a period of five years and not liable to retire by rotation.

6. Auditors

The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, Hyderabad (Firm No. 01 882S) retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your company has received intimation to the effect that, Proposed re-appointment, if made would be with in the Prescribed limit under Section 141 of the Companies Act 201 3 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed.

The Board and Audit Committee recommend the re-appointment of M/s.Luharuka & Associates, Chartered Accountants as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

7. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 21 7(2A) of the Companies Act, 1956.

8. Director''s Responsibility Statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern basis''.

10. Corporate Governance

A detailed report on Corporate Governance along with Auditors Certificate on Compliance with Corporate Governance forms part of this Annual Report.

11.Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company''s Bankers. Your Director''s also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/- Place : Secunderabad BABURAM GOEL Date : 12.08.2014 Chairman


Mar 31, 2013

Dear Shareowners,

The Directors are pleased to present herewith the 21st Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2013.

1. Financial Results and Operations

The summarized financial results for the year ended 31st March 2013 as compared with the previous year are as under:

Rs. In Lakhs. sl. Particulars For the Year For the Year No. 2012-13 2011-12

a. Sales 3124.55 2956.78

b. Profit before Interest, Depreciation & Tax 183.95 168.61

c. Less: Interest 80.18 74.08

d. Less: Depreciation 80.03 75.01

e. Profit before Tax 23.74 19.52

f. Less: Provision for Income Tax 4.66 3.85

g. Add: Deferred Tax 1.62 3.93

h. Less: MAT Credit Entitlement 0.97 3.84

i. Net Profit 21.67 15.57

The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

4. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A.

5. Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Shri.Ishoo Narang and Shri.Baburam Goel, Directors retire by rotation and being eligible offer themselves for re- appointment.

6. Auditors

The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, Hyderabad (Firm No. 01882S) retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your company has received intimation to the effect that, Proposed re-appointment, if made would be with in the Prescribed limit under Section 224(1B) of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed.

The Board and Audit Committee recommend the re-appointment of M/s.Luharuka & Associates, Chartered Accountants as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

7. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 217(2A) of the Companies Act, 1956.

9. Director''s Responsibility Statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern basis''.

10. Corporate Governance

A detailed report on Corporate Governance along with Auditors Certificate on Compliance with Corporate Governance forms part of this Annual Report.

11. Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company''s Bankers. Your Director''s also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/-

Place : Secunderabad Baburam Goel

Date : 27.06.2013 Chairman


Mar 31, 2012

The Directors are pleased to present herewith the 20th Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2012.

1. Financial Results and Operations

The summarized financial results for the year ended 31 March 2012 as compared with the previous year are as under:

Rs. In Lakhs. Sl. Particulars For the For the Year Year No. 2011-12 2010-11

a. Sales 2956.78 2647.33

b. Profit before Interest, Depreciation & Tax 168.61 186.64

c. Less: Interest 74.08 59.62

d. Less: Depreciation 75.02 95.96

e. Profit before Tax 19.52 31.06

f. Less: Provision for Income Tax 3.85 15.29

g. Add: Deferred Tax 3.93 5.68

h. Less: MAT Credit Entitlement 3.84 0.00

i. Net Profit 15.57 21.45

The Operational performance of the Companyis discussed in detail under Management Analysis and Discussion Report.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. Demerger of PP Sheets / PP Disposable Wares Division

Pursuant to the scheme of arrangement approved by Honorable High Court of Andhra Pradesh as per section 391 to 394 of the Companies Act, 1956 for De Merger of PP Sheets / Disposable Division into Pankaj Polypack Limited, the scheme has become effective on 01st February, 2012 with the appointed date as 01.04.2011. Accordingly the PP Disposable /Sheets Division is transferred to Pankaj Polypack Limited along with Assets, Liabilities, work Force, Orders etc.

As per the terms of scheme the share holders of our company are allotted shares of Pankaj Polypack Limited in the ratio of 5 equity shares of face value of Rs.10/- fully paid up in Pankaj Polypack for every 12 equity share of the face value of Rs.10/- each fully paid up held by the share holders of the Pankaj Polymers Limited and 717540 Equity Shares to the company. The Shares allotted by Pankaj Polypack Limited is in Frozen Status for the pending SEBI approval on listing.

4. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

5. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A.

6. Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Shri. T. Prasad Reddy and Shri. Manohar Ramavat, Directors retire by rotation and being eligible offer themselves for re-appointment.

7. Auditors

The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, Hyderabad (Firm No. 01882S) retire at the ensuing Annual General Meeting and are eligible for re -appointment. Your company has received intimation to the effect that, Proposed re-appointment, if made would be with in the Prescribed limit under Section 224(1B) of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed.

The Board and Audit Committee recommend the re-appointment of M/s Luharuka & Associates, Chartered Accountants as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

8. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 217(2A) of the Companies Act, 1956.

9. Director's Responsibility Statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31s March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern basis'.

10. Corporate Governance

A detailed report on Corporate Governance along with Auditors Certificate on Compliance with Corporate Governance forms part of this Annual Report.

11. Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company's Bankers. Your Director's also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board



Sd/-

Place : Secunderabad Baburam Goel

Date : 14.08.2012 Chairman


Mar 31, 2010

The Directors are pleased to present herewith the 18th Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2010.

1. Financial Results and Operations

The summarized financial results for the year ended 31 March 201 0 as compared with the previous year are as under:

Rs. In Lakhs.

SI. Particulars For the Year For the Year No. 2009-10 2008-09

a. Sales 2474.22 2552.52

b. Profit before Interest,

Depreciation & Tax 165.90 189.75

c. Less: Interest 41.64 75.57

d. Less: Depreciation 88.95 86.03

e. Add (Less): Prior period Adjustments - -

f. Net Profit before Tax 35.30 28.15

g. Less: Provision for Tax (8.54) (9.8)

(Incl. Deferred Tax & Fringe

Benefit Tax)

h. Net Profit 26.77 18.31



The Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

4. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A.

5. Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Sri.R.C.Sohni and Sri.Tamma Prasad Reddy, Directors retire by rotation and being eligible offer themselves for reappointment.

6. Auditors

M/s Luharuka & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

7. Particulars of Employees

There are no employees in the organization coming under the provisions of section 21 7(2A) of the Companies Act, 1 956 read with the Companies (Particulars of Employees) Rules, 1 975 as amended.

8. Directors Responsibility Statement

In accordance with sub-section (2AA) of section 21 7 of the Companies Act, 1 956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 201 0 on a going concern basis.

1 1 . Corporate Governance

A separate report on corporate governance along with Auditors Certificate on its compliance is attached to this report.

13. Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/-

Place : Secunderabad Baburam Goel

Date: 07.08.2010 Chairman



 
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