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Directors Report of Rathi Graphic Technologies Ltd.

Mar 31, 2015

DEAR MEMBERS

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL SUMMARY

(In Rupees)

Particulars 31.03.2015 31.03.20l4

Turnover 31,56,90,020 30,36,31,325

Profit/Loss before Interest & 3,81,65,990 4,14,93,469

Depreciation

Interest & Depreciation 2,16,01,060 2,35,70,396

Profit before Tax (PBT) 1,65,64,930 1,79,23,073

Net profit after tax (PAT) 1,34,88,475 1,49,29,624

BUSINESS UPDATES AND STATE OF COMPANY'S AFFAIRS

During the year under review, your company has achieved a turnover of Rs. 3156.90 Lakhs against Rs. 3036.31 Lakhs during the previous year. However the Net Profit during the year was Rs. 134.88 Lakhs as against Rs. 149.29 Lakhs during the previous year.

During the year under review the consolidated financial results including its subsidiary company were better i.e.

( Rs. in Lakhs)

During the year Previous year

Sales: 54,081.49 48,425.77

PBT: 1972.43 1504.62

PAT: 1350.45 1100.22

Unexpected and wide fluctuation in the foreign currency and tough competition in the international market will continue to be a challenge but your Company foresees better sales turnover and increased demand of laser printers toner and demand of its quality products.

Your Company is continuously emphasizing for economy of scale benefit as well as improvement in quality which would give competitive advantage. The company is hopeful in achieving better performance during the current year.

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in form MGT-9 is annexed with this report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 13 (Thirteen) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which form a part of this report.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees namely Audit Committee, Nomination And Remuneration Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this report.

There have been no situation where the Board has not accepted any recommendation of the Audit Committee.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

The Directors confirm that-

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed.

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 as at 31st March, 2015 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;

e) the directors 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 are adequate and operating effectively.

STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (6) FROM INDEPENDENT DIRECTORS

Pursuant to Schedule IV and Section 149(6) of the Companies Act, 2013, the Board has independent directors and there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. The independent directors have submitted a declaration that the independent directors meet with the criteria of independence as required under Section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

The Company's policy on director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) is annexed with this report.

EXPLANATION AND COMMENTS ON SECRETARIAL AUDITOR'S REPORT

There is no qualification, disclaimer, reservation or adverse remarks made by Company Secretary in Practice in Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Full particulars of the loans granted are mentioned in the Note No. N.A. of Notes to Accounts pursuant to Section 186 read with Companies (Meetings of Board and its Powers) Rules, 2014.

The details of guarantee given and security provided are mentioned in the Note No. 35(iii) of Note to Accounts.

Full particulars of investments made are stated in Note No. 12 in the Note of Accounts.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of 188 of the Act and hereto disclosed in Form AOC-2 which is a part of Annual Report.

DIVIDEND

In view of need to conserve and plough back Company's resources to fund the future expansion plans, your Directors do not propose any dividend this year.

CONSERVATION OF ENERGY

The Company has a continuous monitoring systems to minimize the energy consumption per unit of toner and manufacturing.

TECHNOLOGY ABSORPTION

The Company has fully absorbed the technology for manufacturing toners used in three brands of photocopier Machines.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review, the Company has earned foreign exchange of Rs 8,88,469 (Previous year NIL) and the Company has utilized foreign exchange of Rs. 4,42,01,098 Previous Year Rs. 3,60,51,117/-

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion And Analysis which forms a part of this report. The report clearly states development and implementation of a risk management policy for the Company including identification therein of elements of risk along with risk mitigation plan.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Shri Raj Kumar Rathi, Managing Director was designated as Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

Further, the Board of Directors of the Company propose to be appoint Shri Vinod Somani, Shri Adarsh Kumar Aggarwal, Shri Anurag Yadav and Smt. Anita Chopra as Independent Directors of the Company for a term of five years i.e. the conclusion of the AGM in year 2020-21.

In accordance with the provisions of Companies Act, 2013 and Memorandum and Articles of Association of the Company, Shri Sandesh Jain, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company along with the Auditor's Report are annexed with this Report.

PUBLIC DEPOSITS

The Company has not accepted and invited any deposits from public under Chapter V of the Companies Act, 2013

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms a part of this report.

INFORMATION PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. the ratio of the remuneration of each 19.31% director to the median remuneration of the employees of the company for the financial year;

2. the percentage increase in Nil remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

3. the percentage increase in the 5% median remuneration of employees in the financial year

4. the number of permanent employees 61 on the rolls of company Employees

5. the explanation on the relationship Nil between average increase in remuneration and company performance

6. comparison of the remuneration Nil of the Key Managerial Personnel against the performance of the company

7. variations in the market capitalisation Nil of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

8. average percentile increase already Nil made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

9. comparison of the each remuneration Nil of the Key Managerial Personnel against the performance of the Company

10. the key parameters for any variable Nil component of remuneration availed by the directors

11. the ratio of the remuneration of the Nil highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

12. affirmation that the remuneration is Nil as per the remuneration policy of the company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Audit Committee's terms of reference inter-alia include vigil mechanism which also incorporates a Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted Whistle Blower Policy in the meeting of Board of Directors held on February, 13th , 2015. The Whistle Blower mechanism provides for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company's Code of Governance and ethics. The Whistle Blower Policy is uploaded on the website of the Company i.e. www.rathitoner.com

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has familiarization programmes is uploaded on the website of the Company i.e. www.rathitoner.com

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provision of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee laid down a criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and Committees of the Board i.e. Audit Committee, Nomination And Remuneration Committee and Stakeholders Relationship Committee. The Board approved the criteria laid down by Nomination And Remuneration Committee for evaluating Board effectiveness.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis in terms of Clause 49 of the Listing Agreement forms a part of this report and is annexed to this report as Annexure

AUDITORS

Statutory Auditor & their Report:

In the last Annual General Meeting (AGM) held on 29th September, 2014 M/s A.K. Maheshwari & Associates, Practicing Chartered Accountant (Firm Registration Number500106N) have been appointed Statutory Auditor's of the Company for a period of 3 years. Ratification of appointment of Statutory Auditor is being sought from the members of the Company at this AGM. Further, M/s A.K. Maheshwari & Associates have under Section 139(1) of the Act and rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

Further, the report of the Statutory Auditor alongwith notes to schedules is enclosed to this report. The observations made in the Auditor's Report are self explanatory and therefore do not call for any further comments.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor & their Report:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Manish Garg, M/s Manish Garg & Associates, Practicing Company Secretaries, New Delhi (Membership No. 26934) , a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 is annexed herewith as Annexure

The Board has further appointed Mr. Manish Garg, M/s Manish Garg & Associates, Practicing Company Secretaries, New Delhi (Membership No. 26934), to undertake the Secretarial Audit of the Company for the Financial Year 2014-15

Internal Auditor & their Report:

The Board had appointed Mr. Suresh Kumar Somani, M/s HUMS & Associates (FRN: 022230N) as Internal Auditor for the financial year 2014-15 under section 138 of the Companies Act, 2013 and they have completed the internal audit as per scope given by the Audit Committee for the financial year 2014-15.

CORPORATE GOVERNANCE

Your Company has complied with regulations provided in Clause 49 of the Listing Agreement with the Stock Exchanges. A certificate from the Auditors of the Company M/s A.K. Maheshwari & Associates, Chartered Accountants, confirming compliance with conditions of Corporate Governance as annexed herewith to this report.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company shares are listed.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from investors, vendors, consumers, bankers and regulatory authorities and other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board

Raj Kumar Rathi Sandesh Jain Managing Director Director DIN: 00009569 DIN: 00318479 Place: New Delhi Dated: 27.08.2015


Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the 21st Annual Report together with the audited Accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(In Rupees)

Particulars 31.03.2014 31.03.2013

Turnover 30,36,31,325 29,10,86,297

Profit/(Loss) before Interest & 4,14,93,469 4,12,32,157 Depreciation

Interest & Depreciation 2,35,70,396 2,64,52,174

Profit before Tax (PBT) 1,79,23,073 1,47,79,983

Net profit after tax (PAT) 1,49,29,624 1,17,68,107

dividend

In view of need to conserve and plough back Company''s resources to fund the future expansion plans, your Directors do not propose any dividend this year.

operating results

During the year under review, your Company put in a concerted effort towards increasing efficiency and product development, quality and product branding to increase the market reach. The Company has achieved a turnover of Rs.3036.31 Lacs against Rs. 2910.86 Lacs during the previous year. However the net profit during the year was Rs.149.30 Lacs as against Rs. 117.68 Lacs during the previous year.

The consolidated financial results during the year including that of Subsidiary Company are as follows:

(In Lakh)

Sales: Rs. 48,425.77 Lakh

PBT: Rs. 1,504.62 Lakh

PAT: Rs. 1,100.21 Lakh

Your Company is continuously emphasizing for economy of scale benefit as well as improvement in quality which would give competitive advantage. The Company is hopeful in achieving better performance during the current year.

FUTURE OUTLOOK

Your Company has developed new quality of products at the competitive prices to face global competition and to tap fast growing market of laser toners.

The fluctuation in the foreign currency and tough competition in the international market will continue to be a challenge but your Company foresees better sales turnover and increased demand of its quality products.

SUBSIDIARY COMPANY

During the year Subsidiary Company i.e. RGTL Industries Limited has issued 25,06,250 Equity Shares of Rs. 10 each at a premium of Rs. 30/- per Share on preferential basis. The Company has subscribed for 23,93,750 Equity Shares of the Subsidiary Company.

PUBLIC DEPOSITS

The company has not invited or accepted any deposits during the year from the public.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association Shri Anurag Yadav (DIN: 00087197) retire by rotation at the ensuing Annual General Meeting and are eligible for re- appointment. He is an Advocate having more than 15 years of experience. He is expert in Intellectual property matters and corporate laws. He has confirmed that he has not incurred any disqualification under Section 164 of the Companies Act, 2013 and they are eligible to be re-appointed as Directors of the company.

AUDITORS

M/s A. K. Maheshwari & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual general meeting and are eligible for re-appointment.

The Company has received letters from M/s A. K. Maheshwari & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

NOTES ON ACCOUNTS

The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the board as contemplated under Section 217(3) of the Companies Act 1956.

PARTICULARS OF employees

The particulars as required to be given u/s 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the company as none of the employees is getting remuneration above the prescribed limit i.e. 5 Lakh per month or 60 Lakh per annum.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditor''s Report are annexed with this Report.

CONSERVATION OF ENERGY

The Company has a continuous monitoring system to minimize the energy consumption per unit of toner manufacturing.

TECHNOLOGY ABSORPTION

The Company has fully absorbed the technology for manufacturing toners used in three brands of photocopier Machines.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review, the Company has earned foreign exchange of Rs. Nil (Previous year Nil) and the company has utilized foreign exchange of Rs. 3,60,51,117/- Previous Year Rs. 6,54,49,283 /-).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sub-Section (2AA) of Section 217 of the Companies Act, 1956 with respect to Director''s Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That your company had 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 as on 31st March, 2014 and of the profit & loss account of the company for that period.

iii) That your company had 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) That the accounts of your company have been

prepared on going concern basis.

LISTING OF SHARES

The equity shares of the company are presently listed at The Bombay Stock Exchange Ltd (BSE). The company has duly paid the listing fees to the exchanges. During the year Company has not issued any shares.

corporate governance report

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other Company Law requirements. A certificate from the Auditors of the Company M/S A. K. Maheshwari & Associates, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

INDUSTRIAL RELATIONS

Industrial Relations continued to remain cordial throughout the year and your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

For and on behalf of the Board

Raj Kumar Rathi Sandesh Jain Managing Director Director (DIN: 00009569) (DIN: 00318479)

Place: New Delhi Dated: 01.09.2014


Mar 31, 2013

THE MEMBERS

The Directors have pleasure in presenting the 20th Annual Report together with the audited Accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS (In Rupees) Particulars 31.03.2013 31.03.2012

Turnover 29.10,86,297 22,42,16,103

Profit/(Loss) before Interest & 4,12,07,713 3,51,66,944

Depreciation Interest & Depreeiaticin 2,64,27,730 2,09,75,591

Profit before Tax (PBT) 1,47,79,983 1,41,91,353

Net profit after tax (PAT) 1,17,63,107 35,77,710



DIVIDEND

In view of need to conserve and plough back Companys resources to fund the future expansion plans, your Directors do not propose any dividend this year.

OPERATING RESULTS

During the year under review, your Company put in a concerted effort towards increasing efficiency and product development, quality and product branding to icig;^se the market reach. The Company has achieved a turnover of Rs. 2910.86 Lacs against Rs, 2242.16 Lacs during the previous year. However the net profit during the year was Rs. 117.68 Lacs as against Rs. 85.78 Lacs during the previous year.

The consolidated financial results during the year including that of Subsidiary Company are as follows:

(in Rupees)

Sales: Rs, 4374318189

PBT: Rs. 135147241

PAT: Rs. 90021621

Your Company is continuously emphasizing for economy of scale benefit as well as improvement in quality which would give competitive advantage. The Company is hopeful in achieving better performance during the current year.

FUTURE OUTLOOK

Your Company has developed new quality of products at the competitive prices to face global competition and to tap fast growing market laser toners.

The fluctuation in the foreign currency and tough competition in the international market will continue to be a challenge but your Company foresees batter sales turnover and Increased demand of its qualify products.

SUBSIDIARY COMPANY

During the year Subsidiary Company i.e. RGTL Industries Limited has issued 2426625 Equity Shares of Rs. 10 each at a premium of Rs. 30/- per Share on preferential basis. The Company has subscribed for 1422500 Equity Shares of the Subsidiary Company. ''

The company has not invited or accepted any deposits during the year from the public under Section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Shri Adarsh Kumar Aggarwal retire by rotation at the ensuing Annual General Meeting and are eligible for re- appointment- He is a Practicing Chartered Accountant having more than 15 years of experience.''He is expert in internal Control & Management System, Taxation and Financial matters. He has confirmed that he has not incurred any disqualification under Section 274(1) (g) of the Companies Act 1956 and they are eligible to be re- appointed as Directors of the company.

AUDITORS

M/s A. K. Maheshwari & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received letters from M/s A. K. Maheshwari & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within toe prescribed limits under section 224(1 B) of the Companies Act,1956, and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

NOTES ON ACCOUNTS

The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the board as contemplated under Section 217(3) of the Companies Act 1956,

PARTICULARS OF EMPLOYEES

The particulars as required to be given u/s 217 (2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the company as none of toe employees is getting remuneration above the prescribed limit i.e. 5 Lakh per month or 60 Lakh per annum.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors Report are annexed with this Report.

CONSERVATION OF ENERGY

The Company has a continuous monitoring system to minimize the energy consumption per unit of toner manufacturing.

TECHNOLOGY ABSORPTION

The Company has fully absorbed the technology for manufacturing toners used in three brands of photocopier Machines.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review, the Company has earned foreign exchange of Rs. Nil (Previous year Nii) and the company has utilized foreign exchange of Rs. 654492S3/- (Previous Year Rs. 84686326/-).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuanf to the provisions of Sub-Section (2AA) of Section 217 of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annua! Accounts, the applicable Accounting Standards have been foilowed.

ii) That your company had 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 as on 31st March, 2013 and of the profit & loss account of the company for that period. -i:

II) That your company had 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 oompany and for preventing and detecting fraud and other irregularities.

iv) That the accounts of your company have been prepared on going concern basis.

LISTING OF SHARES

The equity shares of the company are presently listed at The Bombay Stock Exchange Ltd (BSE). The company has duly paid the listing fees to the exchanges. During the year Company has allotted 25,00,000 Equity Shares to promoter group and non-promoter group at a face value of Rs. 10 and premium of Rs. 20 on each share on preferential basis. .

CORPORATE GOVERNANCE REPORT

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreement with the Stock Exchanges and other Company Law requirements. A certificate from the Auditors of the Company M/S A. K. Maheshwari & Associates, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

INDUSTRIAL RELATIONS ''

Industrial Relations continued to remain cordial throughout the year and your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

For and on behalf of the Board Raj Kumar Rathi Sandesh Jain Managing Director Director

Place: New Delhi Dated; August 31, 2013


Mar 31, 2010

The Directors have pleasure in presenting the 17,th Annual Report together with the audited Accounts of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS (In Rupees)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Turnover 197745732 170953807

Profit /(Loss) before

Interest & depreciation 32992525 27517654

Interest & Depreciation 18633099 17727237

Profit/(Loss) before tax 14359426 9790417

Net Profit/(Loss) 12890809 7522420



DIVIDEND

In view of need to conserve and plough back Companys resources to fund the expansion, your Directors do not propose any dividend this year.

OPERATING RESULTS

During the year under review, your company has achieved a turnover of Rs. 1977.46 Lacs as against Rs. 1705.90 Lacs during previous year. Also, during the Year, your Company has put in a concerted effort towards increasing efficiency and product development, product quality, product branding to increase the market reach. Profit after Tax has been increased to Rs. 128.91 Lacs as against Rs. 75.22 Lacs of previous year. The Company is hopeful in achieving much better performance in the current year.

The Consolidated financial results during the year including that of 100% Subsidiary Company is as follows:

Sales: 14718.82 Lacs

Profit before Tax: 358.96 Lacs

Profit after Tax: 235.70 Lacs

FUTURE OUTLOOK

Your Company has developed new quality products at competitive prices to face the global competition and to tap the fast growing market of Laser toners.

The fluctuation in foreign currency and tough competition in the international market will continue to be a challenge but your Company foresees better sales turnover and increased demand of its quality products.

SUBSIDIARY COMPANY

Rathi Rajasthan Steel Mills Limited (RRSML) a 100% subsidiary of your Company has set up steel plant at Plot No. SP 293-296 Phase 4, Chopanki, Bhiwadi Industrial Area, Rajasthan to manufacture CTD/TMT bars with an installed Capacity of 75000 TPA. RRSML has already started Commercial Production in May 2009 and has given satisfactory results which are attached to this annual report.

PUBLIC DEPOSITS

The company has not invited or accepted any deposits

during the year from the public under Section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, the period of office of Shri Anurag Yadav is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. Shri Anurag Yadav joined as a director on the Board on 27lh March, 2006. He is a Law Graduate from Delhi University. He is a member of Delhi High Court Bar Association, Delhi Bar Association and New Delhi Bar Association. He specializes in Intellectual Property Rights.

Mr. Vinod Somani has been appointed as an Additional Director of the Company in the meeting of Board of Directors held on 14th August 2010. Since his period of office is only upto the commencement of ensuing Annual General Meeting of the Company, he needs to be regularized as a director in the ensuing Annual General Meeting. He is a practicing Chartered Accountant having more than 25 years of experience in the field of accounting, auditing, taxation matters and management consultancy.

AUDITORS

M/s A. K. Maheshwari & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s A. K. Maheshwari & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

NOTES ON ACCOUNTS

The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the board as contemplated under Section 217(3) of the Companies Act 1956.

PARTICULARS OF EMPLOYEES

During the year under review, Shri Raj Kumar Rathi, Managing Director of the Company is the only person who falls under the terms of Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors Report are annexed with this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company has a continuous monitoring system to minimize the energy consumption per unit of toner manufacturing. The particulars relating to energy conservation, technology absorption, as required to be disclosed 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 provided in the Annexure - I to this Report.

The Company has fully absorbed the technology for manufacturing toners used in three brands of photocopier Machines.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review, the Company has earned foreign exchange of Rs. Nil (Previous year Nil) and the company has utilized foreign exchange of Rs. 8,58,88,289/ -(Previous Year Rs.6,68,86,741/-).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sub-Section (2AA) of Section 217 of the Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That your company had 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 as on 31st March, 2010 and of the profit & loss account of the company for that period.

iii) That your company had 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) That the accounts of your company have been prepared on going concern basis.

LISTING OF SHARES

The equity shares of the company are presently listed at The Bombay Stock Exchange Ltd (BSE). The company has duly paid the listing fees to the exchanges.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with stock exchanges, form part of the Annual Report.

A certificate from the Auditors of the Company M/S A. K. Maheshwari & Associates, Chartered Accountants, confirming compliance with conditions of Corporate

Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

INDUSTRIAL RELATIONS

During the year, your company maintained harmonious and cordial industrial relations.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance during the year.

For and on behalf of the Board

Raj Kumar Rathi Sandesh Jain

Managing Director Director

Place: New Delhi

Dated: 14-08-2010



 
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