Directors Report of Poona Dal & Oil Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Twenty Third Report together with the Audited Accounts of your Company for the year ended 31st March, 2015.

THE COMPANIES ACT, 2013

Your Company has been regular in keeping pace with the fast changes introduced by the Companies Act, 2013 and initiated necessary changes accordingly. Some of the important initiatives taken by your Company are as under:

a. Re- constitution of the Committees of the Board.

b. Designation of Key Managerial Personnel (KMPs).

c. Establishment of Vigil Mechanism.

d. Recommendation for the appointment of the Independent Directors, not liable to retire by rotation, who satisfy the criteria enumerated in the Companies Act, 2013 and

e. Providing E-voting facility to members.

REVIEW OF PERFORMANCE

(In Lakhs)

2014-2015 2013-2014

Sales 18594.97 27970.65

Profit before tax 147.88 241.99

Profit after tax/Profit for the year 74.60 160.59

COMPANY'S PERFORMANCE

The Company is an agro based company and operates in two segments namely Oil division and Agro division. The year under review witnessed slowdown in the Indian economy which had an adverse impact on agro industries which resulted in decrease in sales.

The segment wise revenue of your Company from operations for the fiscal year 2014-15 is as follows:

Oil Division: Rs. 15763.49 Lakhs Agro Division: Rs. 2831.48 Lakhs

Highlights of performance of both the segments of the Company are discussed in the Management Discussion and Analysis Report attached as Annexure II to this report.

RESULTS OF OPERATIONS

Your Company generated a profit after tax from operations of Rs. 74.60 lakhs as compared with Rs. 160.59 lakhs in the previous year. Due to downfall in the net profit, the earnings per share of the Company has been reduced to Rs. 1.50 for the financial year 2014-15.

CURRENT YEAR'S WORKING

The working during the first quarter of the current year is encouraging and it is expected that this trend will be maintained.

DIVIDEND

In order to increase internal generation of funds and with a view to reducing finance costs, your directors have decided to skip dividend for the year.

DIRECTORATE

At the Board Meeting held on 8th August, 2015, the Board of Directors have re-appointed Mr. Jitendra Palnitkar, Mr. Ayushman Mehta, Mr. Prakash Narvekar & Mr. Gautam Surana as Independent Directors of the Company for a term of one year. The Company has received declarations from all Independent Directors that they meet criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

The Board at its meeting held on 14th October, 2014 appointed Mr. Rakesh Singh as Additional Director and subsequently as Whole- Time Director designated as "Works Director" of the Company's plant located at Shikrapur for a period of two years with effect from 14th October, 2014, subject to the approval of the members in the ensuing Annual General Meeting. Mr. Rakesh Singh retires at this AGM and offers himself for re-appointment.

At the Board Meeting held on 1st July, 2015, the Board of Directors approved re-appointment of Mr. Pradip P. Parakh as the Managing Director of the Company for the further period of two years with effect from 1st July, 2015, subject to the approval of members in the ensuing general Meeting.

In accordance with the provisions of the Companies Act, 2013 and Company's Article Association, Mr. Pradip P. Parakh retire by rotation and offers himself for re-appointment. Necessary Resolutions for the appointment/ re-appointment of directors are being proposed in the Twenty Third Annual General Meeting.

The Company has received separate notice(s) together with requisite amount, as per provisions of Section 160 of the Companies Act, 2013, for the appointment of aforesaid directors on the Board of the Company.

In compliance with the clauses of Listing Agreement, brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company of persons proposed to be appointed as Directors are as under:

Name of Director DIN Age Date of Qualification in Appointment Years

Pradip Parakh 00053321 60 30/06/2005 B.Com

Jitendra Palnitkar 00053185 49 30/06/2005 B.Com, LLB, C.A.

Ayushman Mehta 05233289 34 21/03/2012 M.Com

Prakash Narvekar 06773062 40 08/08/2014 B.Com

Gautam Surana 06923575 27 08/08/2014 Bachelor in Foreign Trade, M.B.A.

Shailesh Doshi 00399599 45 01/06/2006 B.Sc

Rakesh Singh 06987619 44 14/10/2014 B.A.

Geeta Kharade 07099681 32 20/02/2015 B.Com

Name of Director Directorship Membership No. of Shares held in of Committees held in other Cos. of other Companies in India as Companies (including on 31.03.2015 in which he those held is a Director,by relatives) as on 31.03.2015

Pradeep Parakh 1. Poona Pulses Pvt.Ltd. NIL NIL

Jitendra Palnitkar NIL NIL NIL

Ayushman Mehta Shree Vallabh International Pvt. Ltd. NIL NIL

Prakash Narvekar NIL NIL NIL

Gautam Surana NIL NIL NIL

Shailesh Doshi NIL NIL NIL

Rakesh Singh NIL NIL NIL

Geeta Kharade NIL NIL NIL

None of directors of the company has any inter-se personal relationship

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:

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.

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.

STATUTORY AUDITORS

The term of Office of the Statutory Auditors M/s. M. Z. Gandhi & Co., Chartered Accountants (Firm Reg. No.117819W) expire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that their appointment, if made, will be in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

COST AUDITORS

Pursuant to Section 209 (1)(d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31/03/2014 was submitted to the Central Government on 27/10/2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Swapna Mande & Associates, Practicing Company Secretary, for conducting Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The Extract of Annual Return in form no. MGT-9 as per Section 134(3)(a) of the Companies Act, 2013 duly certified by the Practising Company Secretary is annexed hereto as Annexure IV and forms part of this report.

DISCLOSURE IN BOARD'S REPORT

During the year under review, the Company has not given any loan, guarantee or provided security or made investment and has not conducted any related party transactions pursuant to the provisions of the Companies Act, 2013, hence information required to be disclosed as per Section(s) 186 and 188 of the Companies Act, 2013 with relevant rules framed thereunder is not applicable. The Disclosure in the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report.

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

The Company has been employing 3 women employees in various cadres in the organization. The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received by the Company related to sexual harassment.

RISK MANAGEMENT POLICY IMPLEMENTATION

Your Company's risk management is embedded in the business processes.

VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

DEPOSITS

Your Company has not accepted any deposits from the public as envisaged under Section 73 to Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Conservation of Energy: - The conservation measures have been implemented wherever possible. The Company is making sincere efforts towards conservation of energy through improved operational methods and by all possible means. The Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy is forming part of this report and annexed as Annexure I.

Technology Absorption - The Company has not availed of imported technology but has setup Laboratory and Quality Control Department to ensure the quality of different products manufactured. The Company has carried out Research & Development in process developments to minimize energy consumption.

Foreign Exchange earnings and outgo - During the year under review, no foreign exchange earnings were earned (Previous Year Rs. NIL) and the foreign exchange outgo was Rs. 2739.02 lakhs (Previous Year Rs. 6198.18 lakhs).

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration as specified in Section 134 of the Companies Act, 2013, read with Companies (Particulars of Employees) Rules, 1975 & hence no details are required to be furnished.

PERSONNEL

The Industrial Relation scenario continued to be cordial the company regards its employees as a great asset & accords high priority to training & development of employees. The number of employees as on March 31, 2015 was 15. The information required pursuant to section 157 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel ) Rule, 2014 in respect of employees of the companies is available for inspection by the members at the registered office of the company during business hours on working days upto the date of ensuing Annual General Meeting.

HEALTH AND SAFETY PERFORMANCE

Awareness for health and safety is being created.

CORPORATE GOVERNANCE

The report on Corporate Governance alongwith statutory auditor's certificate thereon and the report on Management's discussion and Analysis in accordance with clause 49 of the Listing Agreement entered with the Stock Exchanges, are forming part of this Report as Annexures II and Annexure III.

CREDIT RATING

ICRA Limited, credit rating agency, has, after periodic surveillance, retained the long term and short term ratings for the Company at [ICRA]BBB (pronounced as ICRA triple B plus) and [ICRA]A2 (pronounced as ICRA A two), respectively, on the credit facilities extended to the Company by bank(s). The outlook on the long term rating is stable.

CASH FLOW STATEMENT

Cash flow statement as required under Clause 32 of the listing agreement is attached to and forms part of the Balance Sheet.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's record performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors

Sd/-

PRADIP P. PARAKH

CHAIRMAN & MANAGING DIRECTOR

(DIN: 00053321)

Place: Pune

Date : 8th August, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Second Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

REVIEW OF PERFORMANCE

(Rs. In Lakhs) 2013-2014 2012-2013

Sales 27970.65 36422.99

Profit before tax 241.99 373.78

Profit after tax/Profit for the year 160.59 258.72

COMPANY''S PERFORMANCE

The Company is an agro based company and operates into two segments viz. Oil division and Agro division. The year under review witnessed slowdown in the Indian economy which had an adverse impact on agro industries which resulted in decrease in sales.

The segment wise revenue of your Company from operations for the fiscal year 2013-14 is as follows:

Oil Division: Rs. 17431.71 Lakhs Agro Division: Rs. 10538.94 Lakhs

Highlights of performance of both the segments of the Company are discussed in the Management Discussion and Analysis Report attached as Annexure II to this report.

RESULTS OF OPERATIONS

Your Company generated a profit after tax from operations of Rs. 160.59 lakhs as compared with Rs. 258.72 lakhs in the previous year. Due to downfall in the net profit, the earnings per share of the Company has been reduced to Rs. 2.81 for the financial year 2013-14.

CURRENT YEAR''S WORKING

The working during the first quarter of the current year is encouraging and it is expected that this trend will be maintained.

DIVIDEND

In order to increase internal generation of funds and with a view to reducing finance costs, your directors have decided to skip dividend for the year.

TRANSFER TO RESERVES

The Company proposed to transfer Rs. 10,00,000/- (Rs.Ten Laks only) to the general reserve out of the amount available for the appropriation.

DIRECTORATE

At the Board Meeting held on 25th July, 2014, the Board of Directors approved the reappointment of Mr. Shailesh C. Doshi as a Whole-time Director of the Company, designated as "Works Director" of the Company''s factory located at Kurkumbh for a further period of one year with effect from 1st June, 2014, subject to the approval of the members in the ensuing General Meeting. During the period under review, Mr. Mahendra S. Mehta and Mr. Pankaj C. Baldota resigned form the Board of Directors of the Company.

Mr. Gautam S. Surana and Mr. Prakash M. Narvekar were appointed as Additional Directors (Independent Category) who in terms of the Companies Act, 2013 hold office till the ensuing Annual General Meeting. It is also proposed to appoint Mr. Jitendra H. Palnitkar and Mr. Ayushman Mehta as independent directors for a tenure of one year. Mr. Shailesh C. Doshi retires by rotation at the ensuing Annual General Meeting and he is eligible for reappointment. The term of office of Mr. Pradip P. Parakh, Managing Director of the Company, has been varied to make the tenure of his term of office liable for retirement by rotation. Necessary resolutions for the appointment of Directors, re-appointment and variation in the terms are being proposed in the notice convening the Twenty Second Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the said financial statements, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 if the Company at 31st March, 2014 and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

STATUTORY AUDITORS

The term of Office of the Statutory Auditors M/s. M. Z. Gandhi & Co., Chartered Accountants (Firm Reg. No.117819W) expire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that their appointment, if made, will be in accordance with the provisions of the Companies Act, 1956.

COST AUDITORS

The Company has reappointed M/s. M.R. Pandit & Co., Cost Accountants (Partnership Firm no. 00268) as cost auditors of the Company to conduct cost audit of the cost accounting records maintained by the Company relating to the financial year 2013-14 pursuant to the Companies Act, 1956 and subject to the Central Government''s order directing the same.

DEPOSITS

The Company has not accepted any deposits from the public as envisaged under Section 58A of the Companies Act 1956 and the rules made there under.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACTS, 1956.

l Conservation of Energy: - The conservation measures have been implemented wherever possible. The Company is making sincere efforts towards conservation of energy through improved operational methods and by all possible means. The Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are forming part of this report and are annexed as Annexure I.

l Technology Absorption – The Company has not availed of imported technology but has setup Laboratory and Quality Control Department to ensure the quality of different products manufactured. The Company has carried out Research & Development in process developments to minimize energy consumption.

l Foreign Exchange earnings and outgo – During the year under review, no foreign exchange earnings were earned (Previous Year Rs. NIL) and the foreign exchange outgo was Rs. 6198.18 lakhs (Previous Year Rs. 20767.96 lakhs).

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration as specified in Section 217 (2A) of the Companies Act, 2013 and the rules made there under and hence no details are required to be furnished.

HEALTH AND SAFETY PERFORMANCE

Awareness for health and safety is being created.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement entered with the Stock Exchange, the report on Corporate Governance alongwith statutory auditor''s certificate thereon and the report on Management''s discussion and Analysis are forming part of this Report and are annexed as Annexure II and Annexure III.

CREDIT RATING

ICRA Limited has reaffirmed the [ICRA]BBB (pronounced as ICRA triple B plus) rating assigned to the long term based cash credit facilities and has revised the outlook on the long term rating to ''Stable'' from ''Positive''. ICRA Limited has also reaffirmed the short term rating assigned to non fund based facilities to [ICRA]A2 (pronounced as ICRA A two).

CASH FLOW STATEMENT

As required under Clause 32 of the listing agreement, a cash flow statement is attached to and forms part of the Balance Sheet.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s record performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors

Sd/- PRADIP P. PARAKH CHAIRMAN & MANAGING DIRECTOR

Regd Office: 103/104, Hadapsar Industrial Estate, Pune – 411013 Tel: [phone] Fax: [phone] CIN: L15313PN1993PLC070263

Place: Pune Date: 8th August, 2014

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty First Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

REVIEW OF PERFORMANCE

(Rs. In Lakhs)

2012-2013 2011-2012

Sales 36422.99 27990.17

Profit before tax 373.78 335.92

Profit after tax 258.78 225.92

COMPANY''S PERFORMANCE

The Company is an agro based company and operates into two segment viz. oil division and agro division. The year under review witnessed slowdown in the Indian economy which had an adverse impact on agro industries. Inspite of the above, your Company increased its sales by Rs. 8432.82 lakhs during the fiscal year 2012-13 as compared to the fiscal year 2011-12.

The segment wise revenue of your Company from operations for the fiscal year 2012-13 is as follows :

Oil Division : Rs. 12803.02 Lakhs

Agro Division : Rs. 23619.97 Lakhs

Highlights of performance of both the segments of the Company are discussed in the Management Discussion and Analysis Report attached as Annexure II to this report.

RESULTS OF OPERATIONS

Your Company generated a profit after tax from operations of Rs. 258.78 lakhs as compared with Rs. 225.92 lakhs in the previous year. The earnings per share increased from Rs. 3.95 to Rs. 4.53 which showed an enhancement by 14.80%.

CURRENT YEAR''S WORKING

The first quarter of the current year resulted in a turnover of Rs. 6643.37 lakhs as compared with Rs. 4799.87 lakhs in the corresponding quarter of the previous year. Profit for the period also showed a significant increase in comparison with the corresponding quarter of previous year. Your Directors hope to maintain the trend for the rest of the financial year.

DIVIDEND

The Directors have recommended a Final Dividend of Re. 0.90 per Equity Share equivalent to 9% for the financial year 2012-13 subject to the approval of members. The final dividend will absorb an amount of Rs. 51,37,200/-, excluding Dividend Distribution Tax.

TRANSFER TO RESERVES

The Company proposed to transfer Rs. 15,00,000/- to the general reserve out of the amount available for the appropriation.

DIRECTORATE

At the Board Meeting held on 24th May, 2013, the Board of Directors approved the reappointment of Mr. Pradip P. Parakh as the Managing Director of the Company for the further period of two years with effect from1st June, 2013, subject to the approval of the members in the ensuing General Meeting. Mr. Pankaj C. Baldota was also reappointed as the Whole-time Director of the Company, designated as "Works Director" of the Company''s factory located at Shikrapur, with effect from 1st June, 2013 for a further period of two years, subject to the approval of the members in the ensuing General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Article of Association, Mr. Jitendra H. Palnitkar and Mr. Ayushman Mehta retire by rotation and being eligible, offer themselves for re-appointment. Necessary resolutions for the appointment/ re-appointment of directors are being proposed in the notice convening the Twenty First Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(i) in the preparation of the said financial statements, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 if the Company at 31st March, 2013 and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

STATUTORY AUDITORS

The term of Office of the Statutory Auditors M/s. M. Z. Gandhi & Co., Chartered Accountants (Firm Reg. No.117819W) expire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that their appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Company has reappointed M/s. M.R. Pandit & Co., Cost Accountants (Partnership Firm no. 00268) as cost auditors of the Company to conduct cost audit of the cost accounting records maintained by the Company relating to the financial year 2013-14 pursuant to the Companies Act, 1956 and subject to the Central Government''s order directing the same.

DEPOSITS

The Company has not accepted any deposits from the public as envisaged under Section 58A of the Companies Act 1956 and the rules made there under.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956

l Conservation of Energy: - The conservation measures have been implemented wherever possible. The Company is making sincere efforts towards conservation of energy through improved operational methods and by all possible means. The Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are forming part of this report and are annexed as Annexure I.

l Technology Absorption – The Company is taking care of advancement in technology from time to time. The Company has setup Laboratory and Quality Control Department to ensure the quality of different products manufactured. The Company has carried out Research & Development in process developments to minimize energy consumption.

l Foreign Exchange earnings and outgo – During the year under review, no foreign exchange earnings were earned (Previous Year NIL) and the foreign exchange outgo was Rs. 20767.96 lakhs (Previous Year Rs. 8736.47 lakhs).

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration as specified in Section 217(2A) of the Companies Act, 1956 and the rules made there under and hence no details are required to be furnished.

HEALTH AND SAFETY PERFORMANCE

Awareness for health and safety is being created.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement entered with the Stock Exchange, the report on Corporate Governance alongwith statutory auditor''s certificate thereon and the report on Management''s discussion and Analysis are forming part of this Report and are annexed as Annexure II and Annexure III.

CHIEF FINANCIAL OFFICER

Mr. Abhijit Rathod has been appointed as Chief Financial Officer of the Company with effect from 24th May, 2013. Mr. Abhijit Rathod has 11 years of experience and has been with the Company since 2002. He has been working in fields of marketing, sales and finance of the Company till day. He is a Masters in Business Administration in the stream of marketing.

CREDIT RATING

ICRA Limited has reaffirmed the [ICRA] BBB (Pronounced as ICRA triple B) rating assigned to the long term based cash-credit facility and has revised the outlook on the long term rating to ''Positive'' from ''Stable''. ICRA Limited has also upgraded the short term rating assigned to non-fund based facilities to [ICRA] A2 (Pronounded as ICRA A two) from [ICRA] A3 (Pronounced as ICRA A three Plus).

CASH FLOW STATEMENT

As required under Clause 32 of the listing agreement, a cash flow statement is attached to and forms part of the balance sheet.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s record performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in the management.



For and on behalf of the Board of Directors

Sd/-

PRADIP P. PARAKH

CHAIRMAN & MANAGING DIRECTOR

Place : Pune

Date : 3rd August, 2013

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Mar 31, 2010

The Directors have pleasure In presenting the Eighteenth Annual Report together with the Audited Accounts of your company for the year ended 31 st March 2010

REVIEW OF PERFORMANCE

(Rs.ln Lakhs)

2009-2010 2008-2009

Sales 36606.25 35899.94

Profit before tax 347.17 303.16

Profit after tax 237.17 203.16

OPERATIONS

The operations have resulted in a sales turnover of Rs.36606.25 compared with Rs. 35899.94 in the previous year. Profit after tax at Rs.237.17 Lakhs has shown a significant increase compared with Rs. 203.16 Lakhs in the previous year. The results are an outcome of stringent cost and quality control and increased patronage for the companys products. These results have been achieved despite inflationary trends during the latter part of the period. Your Directors have decided to maintain the rate of dividend at 9% on the paid up equity share capital.

CURRENT YEARS WORKING:

In continuation of the trend, the company has turned in excellent results during the first quarter of the current year. If this trend is maintained, your company is set to scale new heights in future.

DIRECTORATE

During the period under review, Mr Sanjeev Garg was co opted to the board of directors as additional director who In terms of S. 260 of the Companies Act 1956 holds office till the ensuing annual general meeting. Mr.Shailesh C.Doshi was re-appointed as works director of the company, subject to the approval of the members in general meeting. Mr.Pankaj C. Baldota and Mr.Rajendra D.Shetiya retire by rotation and are eligible for re-appointment. Necessary resolutions for the appointment/ re-appointment of directors is being proposed in the notice convening the Eighteenth Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

While preparing the annual financial statements, the Company has adhered to the following:

(i) In the preparation of the said financial statements the company has followed the applicable accounting standards referred to in Section 211 (3-C) of the Companies Act, 1956

(ii) Company has followed the said Accounting Standards and applied them consistently and has 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 31 st March 2010 and of the profit of the company for that period;

(iii) The directors have 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;

(iv) The directors have prepared the financial statements on a going concern basis."

AUDITORS

The term of Office of the auditor M/s. M. Z. Gandhi & Co., Chartered Accountants expire at the conclusion of the ensuing Annual General Meeting and they are eligible for reappointment.

DEPOSITS

The company has not accepted any deposits from the public as envisaged under Section 58A of the Companies Act 1956 and the rules made there under.

INFORMATION UNDER SECTION 217 0F THE COMPANIES ACTS, 1956.

-Conservation of Energy: - Please see annexure- A

-Technology Absorption - Not applicable

-Foreign Exchange earnings and outgo

Foreign Exchange Earnings : Rs. Nil

CIFValue of imports : Rs. 15234.35 Lakhs



PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration as specified in Section 217(2A) of the Companies Act, 1956 and the rules made there under.

HEALTH AND SAFETY PERFORMANCE

Awareness for health and safety is being created.

CORPORATE GOVERNANCE

The report on Managements discussion and Analysis and Report on Corporate Governance are forming part of this Report and are annexed as Annexure II and Annexure III. As required by the listing agreement, an Auditors Report on Corporate Governance is also attached to the said report

CASH FLOW STATEMENT

As required under Clause 32 of the listing agreement, a cash flow statement is attached to the Balance Sheet along with the auditors certificate.

ACKNOWLEDGEMENTS

The Directors acknowledge with thanks the help and co-operation rendered by the Bankers of the company, Employees of the company at all levels and also the support of the shareholders of the company.

For and on behalf of the Board of Directors

Place: Pune PRADIP P. PARAKH

Date: 24th July 2010 CHAIRMAN & MANAGING DIRECTOR