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Directors Report of Rajkumar Forge Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report with Audited Accounts of the Company for the year ended 31’st March 2016.

FINANCIAL HIGHLIGHTS

31.03.2016 (Rs. Lacs)

31.03.2015 ( Rs. Lacs )

Profit /( Loss) for the year before interest,

(66.19)

377.57

Financial Charges & Depreciation Less:

Interest, Financial Charges for the year

99.49

17.10

Depreciation

121.00

104.49

Profit/ (Loss) for the year

(154.30)

255.98

Add/ (Less) Provision for Income Tax

Nil

(55.18)

Add/(Less) Mat Credit Adjustment for earlier year

(32.09)

Nil

Add / (Less) Deferred Tax

(10.18)

(94.72 )

Net Profit/( Loss) for the period

(112.03)

106.06

DIVIDEND:

Your Directors do not recommend a divided for the financial year ended 31’st March,2016.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 1322.24 Lacs compared to previous years Rs. 2811.33 Lacs . Exports decreased from Rs. 2237.53 Lacs (previous year) to Rs 900.91 Lacs. . The Company has incurred net loss of Rs.112.03 Lacs during the financial year 2015-2016.

CAPACITY EXPANSION AND MODERNISATION

The Company had initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure .

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity, actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

There were no audit qualifications raised by the Statutory Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected accounting policies and have applied them consistently and have 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 the profit and loss of the Company for the financial year under review .

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2016 on “going concern basis”.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively.

6) 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.

DIRECTORS :

Mr.Shantanu .R. Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mrs. Ratnaprabha.R.Kothavale who retires by rotation was appointed as director and women director being eligible, offers herself for appointment as director.

The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance.

AUDITORS :

The members of the Company have in the 24’th Annual General Meeting of the Company held on 11’th August,2014, appointed Haribhakati and Company LLP for the period of five years.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company.

Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Place: Pune SWASTIK SIRSIKAR R.S.KOTHAVALE

Date:13''th May, 2016 DIRECTOR MANAGING DIRECTOR


Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report with Audited Accounts of the Company for the year ended 31'st March 2015.

FINANCIAL HIGHLIGHTS

31.03.2015 31.03.2014 (Rs Lacs) (Rs Lacs)

Profit /( Loss) for the year before interest, 377.57 237.88

Financial Charges & Depreciation Less :

Interest, Financial Charges for the year 17.10 101.48

Depreciation 104.49 80.34

Profit/ (Loss) for the year 255.98 56.06

Add/ (Less) Provision for Income Tax (55.18) (10.07)

Add / (Less) Deferred Tax (94.72) 20.06

Net Profit/( Loss) for the period 106.06 25.31

DIVIDEND :

Your Directors do not recommend a divided for the financial year ended 31'st March,2015.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs 2811.33 Lacs compared to previous years Rs. 3325.67 Lacs . Exports decreased from Rs 3020.29 Lacs ( previous year) to Rs 2237.53 Lacs. The Company is expecting to improve Export Sales for the year 2015-2016. The Company has earned net profit of Rs. 106.06 Lacs during the financial year 2014- 2015.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure .

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity ,actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

There were no audit qualifications raised by the Statutory Auditors. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2015 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any.

2) The Directors have selected accounting policies and have applied them consistently and have 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 the profit and loss of the Company for the financial year under review .

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31,2015 on " going concern basis".

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively.

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS :

Mr. Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mrs. Ratnaprabha.R.Kothavale who was appointed as additional director and women director up to the 25'th Annual General Meeting and being eligible, offers herself for appointment as director.

The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance.

AUDITORS :

The members of the Company have in the 24'th Annual General Meeting of the Company held on 11'th August,2014, appointed Haribhakati and Company LLP for the period of five years subject to ratification at subsequent annual general meeting. You are requested to ratify appointment of Haribhakti and Company LLP, to hold the office from the conclusion of ensuing Annual General Meeting for a period of remaining four years, as statutory auditors of the Company.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report.

SECRETARIAL AUDIT:

Company is attending to the observation of secretarial auditor.

ACKNOWLEDGEMENTS :

Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company.

Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune SWASTIK SIRSIKAR R.S.KOTHAVALE Date: 9th May, 2015. DIRECTOR MANAGING DIRECTOR


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report with Audited Accounts of the Company for the year ended 31''st March 2014.

FINANCIAL HIGHLIGHTS

31.03.2014 31.03.2013 (Rs.Lacs) (Rs. Lacs)

Profit/(Loss) for the year 237.88 720.80 before interest,

Financial Charges & Depreciation Less :

Interest, Financial Charges 101.48 101.41 for the year

Depreciation 80.34 73.07

Profit/(Loss) for the year 56.06 546.32

Add/(Less) Provision for Income Tax (10.07) (80.00)

Add/(Less) Deferred Tax (20.06) 83.11

Net Profit/(Loss) for the period 25.31 549.43

DIVIDEND

In view of substantial drop in profits as compared to last year, your Directors do not recommend a divided for the financial year ended 31''st March, 2014.

OPERATIONS

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 3223.84 Lacs compared to previous years Rs.4083.70 Lacs. Exports decreased from Rs. 3605.18 Lacs (previous year) to Rs 3020.29 Lacs. The Company has earned net profit of Rs.25.31 Lacs during the financial year 2013-2014.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure. The capital expenditure will be partly funded by internal accruals. With this expansion the turnover of the Company can reach Rs.70 Crores.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company.

PUBLIC DEPOSITS

During the period under review your company was not having a scheme of accepting fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS

There were no audit qualifications raised by the Statutory Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures if any.

2) The Directors have selected accounting policies and have applied them consistently and have 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 the profit of the Company for the financial year under review.

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on "going concern basis."

DIRECTORS

Mr Pradeep Bhargava retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mr. Shantanu. R. Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment. A brief resume and other details relating to the Directors who are to be re-appointed form part of Report on Corporate Governance.

AUDITORS

You are requested to appoint Haribhakti and Company, to hold the office from the conclusion of ensuing Annual General Meeting for a period of five years, as statutory auditors of the Company in place of retiring auditors, M/s Bapat & Company, have conveyed their un-willingness for appointment.

PERSONNEL

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The additional information required under the provisions of 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 and forming a part to this report I is given in Annexure "A" to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s, shareholders.

FOR AND ON BEHALF OF THE BOARD

Place: Pune R.S.KOTHAVALE Date : 30''th May, 2014. MANAGING DIRECTOR


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their Twenty Third Annual Report with Audited Accounts of the Company for the year ended 31''st March 2013.

FINANCIAL HIGHLIGHTS

31.03.2013 31.03.2012 (Rs.Lacs) (Rs.Lacs)

Profit /(Loss) for the year before interest, 720.80 796.80

Financial Charges & Depreciation

Less :

Interest, Financial Charges for the year 101.41 238.08

Depreciation 73.07 69.95

Profit/ (Loss) for the year 546.32 488.77

Add/ (Less) Provision for Income Tax 80.00 (122.00)

Add / (Less) Deferred Tax (83.11) (42.75)

Net Profit/( Loss) for the period 549.43 324.02

Exceptional items included in Profits contains realisation an account following items in the financial year 2012-2013

1) Compersation received from suppliers Rs. 1,02,55,448

2) Profit or sale of land Rs. 1,28,31,960

DIVIDEND :

Your Directors recommend a divided at the rate of 15.%, viz Rs.1.50/- (Rupee One Paisa Fifty Only) per share for the financial year ended 31''st March,2013.

OPERATIONS:

During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 4083.70 Lacs compared to previous years Rs.5628.08 Lacs. Exports decreased from Rs. 5111.83 Lacs ( previous year) to Rs 3605.18 Lacs. The Company has earned net profit of Rs.549.43 Lacs during the financial year 2012-2013.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CAPACITY EXPANSION AND MODERNISATION

The Company has initiated a program of modernization and increase in capacity of heat treatment facilities and press shop modernization to remove constraints in production and improve turnover of the company with capital expenditure of Rs.1630 Lacs . The capital expenditure will be partly funded by internal accruals and bank finance.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

The information as regards vendor under "The Micro Small and Medium Enterprises Development Act, 2006 is pending and hence no disclosure has been made in this regard

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuance to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2013 , the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected accounting policies and have been applied them consistently and have 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 the profit of the Company for the financial year under review.

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2013 on " going concern basis".

DIRECTORS :

Mr S.Padmanabhan retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mr. Swastik. M. Sirsikar retires by rotation at this Meeting and being eligible, offers himself for re-appointment. The brief resume and other details relating to the Directors who are to be re- appointed form part of the Report on Corporate Governance.

During the year under review Mr.P.B.Kore resigned as Director of the Company

effective from 1''st January,2013.

AUDITORS :

Yo u are requested to re-appoint the retiring auditor M/s Bapat & Company for the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL :

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The additional information required under the provisions of 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 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s, shareholders, and staff of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune R.S.KOTHAVALE

Date 13''th May, 2013. MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting their Twenty Second Annual Report with Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

31.03.2012 31.03.2011 (Rs.Lacs) (Rs.Lacs)

Profit /( Loss) for the year before interest, 796.80 544.59 Financial Charges & Depreciation Less :

Interest, Financial Charges for the year 238.08 106.90

Depreciation 69.95 114.17

Profit/ (Loss) for the year 488.77 312.41

Add/ (Less) Provision for Income Tax (122.00) (114.20)

Add / (Less) Deferred Tax (42 .75) 1.759

Net Profit/( Loss) for the period 324.02 199.96

DIVIDEND:

Your Directors recommend a divided at the rate of 15%, viz Rs.1.50/- (Rupee One Paisa Fifty Only) per share for the financial year ended 31st March, 2012.

OPERATIONS:

During the year under consideration, customer order position was satisfactory. Sales income is at Rs. 5524.84 Lacs compared to previous years Rs.3112.73 Lacs . Exports increased from Rs.2767.89 Lacs ( previous year) to Rs 5111.83 Lacs. The Company is expecting to improve both Export and Domestic Sales for the year 2012-2013, which will result in better profitability. The Company has earned net profit of Rs. 324.02 Lacs during the financial year 2011-2012.

PUBLIC DEPOSITS:

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS:

The Statutory Auditors have pointed out that as per Company's Policy, Sale of goods is recognized at the point of dispatch. The sale for the current year includes Sales to a Customer amount to Rs.471.89 lacs ( Previous year Rs.456.47 Lacs) where dispatch has been made but actual title has not been transferred. This is in accordance with the agreement entered into with customer where title of goods will be transferred on actual usage.

The information as regards vendor under "The Micro Small and Medium Enterprises Development Act ,2006'' is pending and hence no disclosure has been made in this regard.

DIRECTORS RESPONSIBALITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, your Directors confirm that:

1) In the preparation of the Annual Accounts for the financial year ended March 31, 2012 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any.

2) The Directors have selected such accounting policies and have applied them consistently and have 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 financial year under review .

3) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2012 on " going concern basis".

DIRECTORS:

Mr P.B.Kore Director, who retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

Mr.Shantanu.R.Kothavale Director, who retires by rotation at this Meeting and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are elegible for re - appointment form part of the Report on Corporate Governance.

AUDITORS:

You are requested to re-appoint the retiring auditor M/s Bapat & Company for the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL:

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information required under the provisions of 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 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institution/s ,shareholders, and staff of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Pune R.S.KOTHAVALE

Date 12th May, 2012. MANAGING DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report with Audited Accounts of the Company for the year ended 31st March 2010,

FINANCIAL HIGHLIGHTS ( Rs. Lacs)

31.03.2010 3103.2009

Profit /( Loss) for the year before interest, 716.23 700.84

Financial Charges & Depreciation

Less:

Interest, Financial Charges for the year 67.60 169.52

Depreciation 141.52 131.93

Profit/ (Loss) for the year 507.11 399.39

Add/ (Less) Provision for Income Tax (193.75) (139.62)

Add / (Less) Deferred Tax 20.54 (1.29)

Net Profit/ ( Loss) for the period 333.90 258.48

DIVIDEND :

Your Directors recommend a divided at the rate of 10% viz Rs. 1 per equity

share for the year ended 31st March, 2010.

OPERATIONS:

During the year under consideration, customer order position was satisfactory although less. Sales income is at Rs.3495.34Lacs as compared to previous years Rs.4697.99 Lacs . Sales income decreased as compared to previous year income. Exports decreased from Rs. 3985.03 Lacs (previous year) to Rs 2697.58 Lacs. The Company is hopeful of improving both Export and Domestic Sales for the year 2010-2011, which will result in better profitability. The Company has earned net profit of Rs. 333.90 Lacs during the financial year 2009-2010.

PUBLIC DEPOSITS :

During the period under review your company has not accepted any fixed deposits from the public.

CLARIFICATION ON AUDIT QUALIFICATIONS :

The Statutory Auditors have pointed out that as per Companys Policy, sale of goods is recognized at the point of dispatch. The sale for the current year includes sale to a customer amounting to Rs. 255.5 lacs where dispatch has been made but actual title has not been transferered. This is in accordance with the

agreement entered in to with customer where title of goods will be transfered on actual usage. In respect of outstanding payment of sales tax liability to the extent of Rs. 82.91 lacs, the company is expecting refund to the extent of Rs. 485.83 lacs from sales tax department and believes that outstanding liability of Rs. 82.91 lacs will get adjusted against the refund amount due.

The information as regards vendor under "The Micro Small and Medium

Enterprises Development Act, 2006 is awaited and hence disclosure could not be made in this regard.

DIRECTORS RESPONSIBALITY STATEMENT :

Pursuance to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

i) that in the preparation of the annual accounts for the financial year ended March 31, 2010 , the applicable accounting standards have been followed along with proper explanations relating to material departures .

ii) 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 the profit of the Company for the financial year under review .

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

provisions of the Companies Act. 1956 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 for the financial year ended March 31, 2010 on " going concern basis" DIRECTORS : - Mr Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible. offers himself for re-appointment.

Mr.S.Padmanabhan retires by rotation at this Meeting and being eligible .offers himself for re-appointment.

The brief resume and other details relating to the Directors who are to be re- appointed form part of the Report on Corporate Governance AUDITORS :

You are requested to re-appoint the retiring auditor M.s Bapat & Company lor the current year to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

PERSONNEL:

There are no employees in respect of whom particulars are required to be disclosed pursuant to Section 217 (2A) of Companies Act ,1956. CON SERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information required under the provisions of 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 and forming a part to this report I is given in Annexue A to this report.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for the co-operation extended by various Government Authorities, Financial Institutions, shareholders and staff of the Company.

FOR AND ON BEHALF OF THE BOARD



Place : Pune R.S.KOTHAVALE

Date 8th May ,2010. MANAGING DIRECTOR

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