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Directors Report of Pithampur Poly Products Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 18th Annual Report on the business and operation of the Company and the accounts for the Financial Year ended 31st March, 2015

1) EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form MGT-9 as per section 92 of the Companies Act, 2013 and the relevant rules is annexed as Annexure-A.

2) DIVEDEND

Considering the Company's Financial Performance, the Directors do not recommended any dividend for this year.

3) NUMBER OF MEETINGS OF THE BOARD

S. no. Type of meeting Date of meeting

01 Board Meeting 28.05.2014

02 Board Meeting 30.07.2014

03 Board Meeting 28.08.2014

04 Board Meeting 15.10.2014

05 Board Meeting 13.01.2015

06 Board Meeting 05.03.2015

07 Board Meeting 27.03.2015

4) DIRECTORS' RESPONSIBILITY STATEMENT :-

Pursuant to the requirements of section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it's hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31s1 march 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;

(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 under review;

(iii) That the directors have been taken proper and sufficient care for the .maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared accounts for the financial year ended 31st march 2015 on a going concern basis; and

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

(vi) That proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

5) STATUTORY AUDITORS

pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors Rules), 2014 made there under, as amended from time to time and pursuant to the recommendations of the Audit Committee of the Board of Directors, M/s Arif Jain & Associates, Chartered Accountants who retires and being eligible, offers himself for reappointment be and is hereby re-appointed as a statutory auditors of the Company for the financial year 2015-16 and they shall hold office up to the conclusion of the Annual General Meeting to be held for the Financial Year 2015-16 and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year ending March 31, 2016, on the recommendation of the audit committee in consultation with the Statutory Auditors of the Company.

6) DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Amendment Rules, 2015.

7) STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) :-

The company has three independent directors and all have given the declarations declaring that they are qualified and does not hold any disqualifications to act as independent directors. Their declarations have been taken on record by the Board in its meeting held on 31.03.2015

8) EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER BY AUDITOR IN HIS REPORT AND BY COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT :-

The Auditor's Report is self explanatory and there are no qualifications, reservation or adverse remarks made by the auditors. Hence no comments are required. The Company Secretary in his audit report raised queries regarding non publication of quarterly results and book closure. Your directors placed on record the queries raised by him and noted the same for future compliances. Further he raised a query for non appointment of a woman director. In this respect the Company has appointed a woman director on 05/06/2015.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees or investments under section 186 is furnished in Annexure-B and is attached to this report.

10) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The particulars of contract or arrangement made with related party pursuant to section 188 is furnished in * Annexure-C and is attached to this report.

11) PERFORMANCE OF THE COMPANY: -

(a) Turnover: in Rs. Lacs

Current Year Previous Year % Decrease

580.92 674.81 13.91

(b) Net profit: Rs. In Lacs

Current Previous year year

Profit/(loss) for the year before (23.19) (1.84) taxation and Extra-ordinary item

Provision for taxation

Extraordinary item of Expenditure 0.51 2.16

Net profit/(loss) (23.70) (4.00)

Balance of profit/(loss) (591.58) (587.58) from previous year

Less: Adjustment for Additional

Depreciation as per Schedule 50.20 0.00

Surplus retained in Profit and loss Account (665.49) (591.58)

12) MATERIAL CAHNGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMNPANY WHICH HAVE OCCRRED BETWEEN THE END OF THE FNANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

13) ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of its Directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section which forms part of this report.

14) THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of section 134(m) of the Companies Act, 2013 do not apply to our company and hence required information is Nil. There was no foreign exchange earnings and outgo during the year.

15) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The company does not have risk management policy as the elements of the risk threatening the company's existence s very minimal.

16) DETALS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCAL RESPONSBLITYINITIATVES

The company has not developed and implemented the following corporate responsibility initiatives during the year under review.

17) LISTING OF SHARES

Company's shares are listed with BSE Limited. The company has paid annual listing fee forfinancial year2015-16

18) INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

19) GENERAL DISCLOSURES:

(I) There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

(II) No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this directors report.

20) ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

21) SAD DEMISE OF MR. SHARAD DUBEY, INDEPENDENT DIRECTOR OF THE COMPANY:

Your Board regrets to inform the sad demise of our beloved independent directors Mr. Sharad Dubey. Your Directors pray God to rest the soul of demised director in peace and give courage to his family to overcome the sorrow.

22) ACKNOWLEDGMENT:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, both international and domestic, Bankers, Financial Institutions and Academic Institutions. Your Directors also wish to place on record their sincere thanks to the Government of India and the various Ministries, the State Governments and the various Ministries, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, Municipal and local authorities in areas where we are operational.

For and on behalf of the Board of Directors Pithampur Poly Products Limited

RAJENDRA TEKRIWAL Chairman and Managing Director Place: Indore DIN 00011492 Date: 15/07/2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you the 17TH ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Amt . Rs. In Lakhs)

2013-2014 2012-2013

Sales / Income 676.69 588.73

Total Expenses 680.69 623.75

Profit Before Tax (4.00) (35.03)

Profit after Tax (4.00) (35.03)

FINANCIAL & OPERATIONAL HIGHLIGHTS

The Financial results of the Company has been stated in the B/S & P & L A/C attached herewith.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2013-14.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of three directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Sharad Dubey, Director of the company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

AUDITORS

Members have to appoint auditors for the current financial year and to fix remuneration. M/s. C.P. Rawka & Co., Chartered Accountants Indore, shows his unwillingness to continue as Auditor of the Company, the retiring auditors of the company, now company has consider Mr. Arif Jain & Associates, Chartered Accountants, as Statutory Auditor who is eligible for appointment. Their appointment, if made, will be within the prescribed limit specified under section 224(1B) of the Companies Act, 1956 as intimated by the said firm to the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby report:

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) and such accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from statutory auditors with regards to the compliance of the corporate governance as stipulated in Clause 49 of the Listing Agreement by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The equity share of the company are listed on the Stock Exchange at Indore, Mumbai, Ahmedabad, Chennai.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

Place: PITHAMPUR For and on behalf of Date: 28-08-2014 The Board of Directors

Sd/- Rajendra Kumar Tekriwal CHAIRMAN


Mar 31, 2013

To, The Members of the Company,

The Directors have pleasure in presenting before you the 16TH ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Amt . Rs. In Lakhs )

2012-2013 2011-2012

Sales / Income 588.73 596.91

Total Expenses 623.75 688.22

Profit Before Tax (35.03) (103.63)

Profit after Tax (35.03) (103.63)

FINANCIAL & OPERATIONAL HIGHLIGHTS

The Financial results of the Company has been stated in the B/S & P & L A/C attached herewith.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2012-13.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of three directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Vishwanath Kanungo, Director of the company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Members have to appoint auditors for the current financial year and to fix remuneration. M/s. C.P.Rawka & Co., Chartered Accountants Indore, the retiring auditors of the company, is eligible for reappointment. Their appointment, if made, will be within the prescribed limit specified under section 224(1B) of the Companies Act, 1956 as intimated by the said firm to the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

Pursuant to section 217(1)(a) read with the Co.(Disclosures of particulars in the Report of Board of Directors) Rules,1988 , the details are as under :- (A) CONSERVATION OF ENERGY 12-13 11-12

POWER & FUEL RS.11490836/- RS. 10821874/-

(B) TECHNOLOGY ABSORPTION NIL NIL

(C) EARNING AND EXPENSES

IN FOREIGN EXCHANGE

Earning in Foreign Currency Rs. NIL Rs. NIL

Expenditure in Foreign Currency Rs. NIL Rs. NIL

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors hereby report:

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) and such accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from statutory auditors with regards to the compliance of the corporate governance as stipulated in Clause 49 of the Listing Agreement by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The equity share of the company are listed on the Stock Exchange at Indore, Mumbai, Ahmedabad, Chennai.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

Place : PITHAMPUR For and on behalf of

Date : 02/09/2013 The Board of Directors

Sd/-

Rajendra Kumar Tekriwal

CHAIRMAN


Mar 31, 2012

To, The Members of the Company,

The Directors have pleasure in presenting before you the 15th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Amt . Rs. In Lakhs ) 2011-2012 2010-2011

Sales / Income 596.91 393.56

Total Expenses 688.22 541.08

Profit Before Tax (103.63) (157.34)

Profit after Tax (103.63) (157.34)

FINANCIAL & OPERATIONAL HIGHLIGHTS

The Financial results of the Company has been stated in the B/S 8s P 85 L A/C attached herewith.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2011-12.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of three directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Sharad Dubey, Director of the company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Apart from this, Mr. Mansharam Birla and Mr. P.K. Chakravorty, Directors have resigned on 23.01.2012 due to their pre-occupation.

AUDITORS

Members have to appoint auditors for the current financial year and to fix remuneration. M/s. C.P. Rawka & Co., Chartered Accountants Indore, the retiring auditors of the company, is eligible for reappointment. Their appointment, if made, will be within the prescribed limit specified under section 224(1B) of the Companies Act, 1956 as intimated by the said firm to the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

Pursuant to section 217(l)(a) read with the Co.(Disclosures of particulars in the Report of Board of Directors) Rules, 1988 , the details are as under :-

(A) CONSERVATION OF ENERGY 10-11 10-11 POWER&FUEL 1,08,21,874 90,36,516

(B) TECHNOLOGY ABSORPTION NIL NIL

(C) EARNING AND EXPENSES IN FOREIGN EXCHANGE

Earning in Foreign Currency Rs. NIL Rs. NIL

Expenditure in Foreign Currency Rs. NIL Rs. NIL

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby report:

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) and such accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from statutory auditors with regards to the compliance of the corporate governance as stipulated in Clause 49 of the Listing Agreement by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The equity share of the company are listed on the Stock Exchange at Indore, Mumbai, Ahmadabad, Chennai.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

Place : PITHAMPUR For and on behalf of

Date : 03-09-2012 The Board of Directors

Sd/- Rajendra Kumar Tekriwal CHAIRMAN


Mar 31, 2010

Dear Shareholders,

The Directors are pleased to present the 13th Annual Report along with the audited annual accounts for the year ended 31st March 2010.

Financial Review

Your Company's performance for the year ended 31st March, 2010 is as follows

(Amount In Lacs)

2009-10 2008-09

Sales/income 421.08 347.99

Total Expenses 430.85 387.37

Profit Before Tax (97.70) (95.39)

Profit After Tax (97.70) (95.39)



Dividend

Keeping in mind the strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the current year.

Public Deposits

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits at the end of the year.

Management

In accordance with the provisions of the Sec. 255, 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vishwanathan Kanungo is retiring by rotation at the forthcoming Annual General Meeting and has shown his willingness for re-appointed as a Director of the company. Your directors recommend his reappointment.

Information on the details of directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head Additional Information'.

Auditors

M/s. C.P. Rawka & Co., Statutory Auditor of the Company, retires at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Auditors Report

The observation made in the Auditors' Report are self explanatory and, therefore need no further clarification under Section 217 (3) of the Companies Act, 1956.

Directors' Responsibility Statement

Your Directors affirm that the audited accounts containing financial statements for the financial year 2009-10 are in full conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company s financial condition and results of operation. These statements are audited by the statutory auditors M/s. Sarad Kasat & Co.

Your Directors further confirm

i) That in the preparation of the annual accounts for financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2010 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 Companies 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.

Management Discussion and Analysis Report

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is given in Annexure B and forms a part of this Annual Report.

Corporate Governance

The company has in place a system of Corporate Governance. A detailed compliance report on corporate governance as stipulated in Clause 49 of the Listing Agreement along with a certificate of compliance from the Auditors is given in Annexure 'C and forms a part of this Annual Report.

Listing At Stock Exchanges

The Equity shares of the Company are listed on the Stock Exchange at Indore, Mumbai, Ahmedabad, Chennai.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on Corporate Governance along with management discussion and analysis is annexed to this report . A certificate from Practicing Company Secretary with regard to the compliance of the corporate governance as stipulated in Clause 49 of Listing Agreement by the Company is annexed to this report.

Particulars of Employees

There is no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Acknowledgements

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.

By order of the Board of Director For Pithampur Poly Products Limited

Sd/- Sd/-

Place: Pithampur (MP) (Vishwanathan Kanungo) (Rajendra Tekriwal)

Dated: September 04, 2010 (Director) Chairman & Managing Director


Mar 31, 2009

The Directors have pleasure in presenting before you the 12th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS

(AMT. RS. IN LAKHS )

2008-2009 2007-2008

Sales / Income 347.99 699.30

Total Expenses 443.38 676.96

Profit Before Tax (95.39) 22.34

Profit after Tax (95.39) 22.34

FINANCIAL & OPERATIONAL HIGHLIGHTS

The Financial results of the Company has been stated in the B/S & P & L A/C attached herewith.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2008-09.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of three directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Sharad Dubey will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

In addition to this, Mr. P.K.Chakravorty and Mansharam Birla have been appointed as additional directors of the company.

AUDITORS

Members have to appoint auditors for the current financial year and to fix remuneration. M/s. C.P.Rawka & Co., Chartered Accountants Indore, the retiring auditors of the company, is eligible for reappointment. Their appointment, if made, will be within the prescribed limit specified under section 224(1 B) of the Companies Act, 1956 as intimated by the said firm to the Company.

During the year, the auditors firm has been reconstituted and hence the firm name became changed from M/s Rawka Agrawal & Co. to M/s C. P. Rawka & Co. hence in the opinion of the Board of Directors of the Company, there is no change in Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OP ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

Pursuant to section 217(1)(a) read with the Co.(Disclosures of particulars in the Report of Board of Directors) Rules,1988 , the details are as under :-

(A) CONSERVATION OF ENERGY 08-09 07-08 POWER & FUEL 59,82,386 92,72,005

(B) TECHNOLOGY ABSORPTION NIL NIL

(C) EARNING AND EXPENSES IN FOREIGN EXCHANGE

Earning in Foreign Currency Rs. NIL Rs. 1,29,68,966

Expenditure in Foreign Currency Rs. 8,873 Rs. 2,13,689

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby report:

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) and such accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) that annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Practising Company Secretary with regards to the compliance of the corporate governance as stipulated in Clause 49 of the Listing Agreement by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

LISTING

The equity share of the company are listed on the Stock Exchange at Indore, Mumbai, Ahmedabad, Chennai.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, sub-contractors, suppliers, Officers and other employees of the Company throughout the year.

Place : PITHAMPUR For and on behalf of The Board of Directors Date: 04-09-2009 Sd/- Rajendra Kumar Tekriwal CHAIRMAN

 
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