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Directors Report of Redex Protech Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015,

1. Performance of the Company (Standalone)

The Board's Report is prepared based on the stand alone financial Statements of the company.

(Rs. in lacs)

Particulars 2014-2015 2013-14

Sales 1.88 2.04

Other income 29.40 29.40

Depreciation 4.01 3.80

Other expenses 7.83 3.43

Profit/Loss before Tax 19,45 15 21

Profit/Loss after Tax 14.35 15.03

During the year, company could not achieve reasonable level of growth in terms of turnover due to slow down market in the field of trading in fire protection Equipments. business. Company will try to achieve the performance next year by making more initiative in the activities of the company.

2. DIVIDEND:

With a view to enlarge the business operations of the Company, the directors did not recommend any Dividend during the year under review.

3. Directors and key Managerial Personnel:

MRS. ANGANA BHAGAT, Woman Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the year under review, MR. JAYPRAKASH SHARMA &. MR. HIRENBHAI PATEL have been appointed as an Independent Directors FOR term of Five years with effect from 30th September, 2014, Further. MRS. ANGANA BHAGAT has been. appointed as Woman Director with effect from 30th September, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act. 2013 and under clause 149 of the Listing Agreement which is hereby enclosed as "Annexure I".

Also, MR.VIKRAM BHAGAT had been appointed Managing Director & Chief Financial Officer (CFO) with effect from 12th August, 2014.

4. Meetings:

During the year Four Board Meetings and Nineteen Audit Committee Meetings were convened and held. The dates on which the said Nard meetings were hold:

May 28, 2014, August 12, 2014, November 14, 2014 & February 9, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013,

5. Committees:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

- Share Transfer Committee

The details with respect to the compositions, powers, roles, terms of reference etc, of relevant committees are given in detail In the 'Report on Corporate Governance' of the Company which forms part of this Annual Report

6, Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure 11".

7. STATUTORY AUDITORS & AUDIT REPORT;

M/S ARVIND A.THAKKAR & CO.,(Firm Registration No, 100571W) Chartered Accountants have been appointed as statutory auditors of the company at the Annual General Meeting held on September 30, 2014 to hold office from the conclusion of Annual General Meeting (AGM) held on September 30, 2014 for a consecutive period of FIVE (5) financial years, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing ACM, In this regard, the Company has received a certificate from the auditors to the effect that if their appointment is ratified, it would be In accordance with the provisions of Section 141 of the Companies Act, 2013.Auditors comments on your company's accounts for year ended March 11, 2015 are self explanatory in nature and day not require any explanation as per provisions of Section 134(3](D of the Companies Act, 2013.

Notes to the accounts referred to in Auditor's report are self explanatory and therefore do not call for any further comments,

8. Internal Control systems

During the year, the Company continued to implement their suggestions and recommendations to Improve the control environment. Their scope of work includes review of processes for Safeguarding the assets uf the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

9, SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, Ahmadabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as "Annexure III".

Secretarial Auditors have qualified their report to the Members af the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed the take the corrective steps on following Qualifications:

1, Company is listed on Ahmadabad Stock Exchange (ASE) but no statutory compliance are done with the stock Exchange pursuant to Listing Agreement, Depositories Act and any other compliance as required to be dune with a Stock Exchange.

2. Company Is yet to comply with Clause 47(a) of Listing Agreement

3. Company is not In compliance with to Section 203 (1) (ii) of Company's Act, 2013

4. Company Is yet to comply with the section 138 of the Companies Act, 2013 i.e. Internal Auditor needs to be appointed Co conduct the internal audit of the functions and activities if the company.

Secretarial Auditor report [MR-3) is self explanatory and therefore do not call for any further comments.

10. BOARD EVALUATION:

Board of directors of the Company evaluated performance of independent directors as well as board as whole, On the basis of criteria laid down by the Nomination and Remuneration Committee am it was framed that overall performance and contribution of directors of the Company are satisfactorily and they are making their best efforts for the advancement of the Company

11. Fixed Deposits

Your company has. not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule B (5) (v) & (vi) of the Companies [Accounts] Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

12. Corporate Governance

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders,

A separate section on Corporate Governance Standards followed by your company, as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Art, 2013,

A certificate from M/s. ARVIND A, THAKKAH &. CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 43 of the Listing Agreement is annexed to this Report

13. Vigil Mechanism

In pursuant to the provisions of section 177(9] & (10] of the Companies Act. 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.redexprotech.com under investors/others/Whistle blower Policy link.

14. Energy. Technology

Conservation of energy

(i) the steps taken or impart on conservation of N.A energy

(ii) the steps taken by the company for utilizing N.A alternate sources of energy

(iii) the capital investment on energy conservation N.A equipment's

(b) Technology absorption

(I) the efforts made towards technology absorption N.A

(ii) the benefits derived like product improvement N.A cost reduction, product develop mentor import substitution

[iii] in case of imparted technology (imported during N.A the last three years reckoned from the beginning of the financial year.

(a] the details of technology imported N.A

(b] the year of import N.A

[c] whether the technology been fully absorbed N.A

[d] if not fully absorbed, areas where absorption N.A has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and N.A Development

15. Foreign Exchange Earnings / OUTGO:-

As the Company has not carried out arty activities relating to the export and import during the financial year. There Is no foreign exchange expenses and foreign income during the financial year.

16. NOMINATION AND BFMIIKEBATION PDL1CV

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure IV".

17. Particulars, of Contracts or Arrangements with Related Parties

All related party transactions that were entered during the financial year were in ordinary course of the business of The company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related party Transactions are placed before the Audit Committee for approval

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transaction is as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.redeKprotech.com under investors/others/ Related Party Transaction Policy link.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (I) of section 108 of the Companies Act, 2013 is disclosed in Form No. AOC-Z In "Annexure V.

18. Particulars of Loans. Guarantees or Investments under Section 186

In terms of provisions of Section 134 (3)(g), the Particulars of Loans. Guarantees or Investments under Section 136, is annexed hereto as Annexure vi and farms part of this Report

19, PARTICULARS OF EMPLOYERS REMUNERATION:

A. The ratio of the rennin titration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act 2013 read with Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, are farming, part of this report as "Admixture VI.

B. The statement containing particulars of employees as required under Section 197(12] of the Companies Act, 2013 read with Rule 5[2] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is not provided as no employees is paid remuneration of Rs, 5 Lac Per month if employed for part of the year and Rs. 60 Lacs Per Annum if employed far the whole year,

20. Human Resources

Your Company treats its "human resources" as one of Its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation. and job en large merit.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL. HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRKSSAL) ACT. 2013:

1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal Act, 2013:

Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 is not applicable to the Company as there is no woman at the workplace of the Company.

Under the said Art every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee,

Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment

22. CHANGE IN NATURE OF THE BUSINESS

There has been no change In the nature of business of the company during the year under review.

23. MANAGEMENT DISCUSSION AND ANALYSIS;

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out In Annexure forming part of this report,

24. SEGWTFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals Impacting the going concern status and Company's operation in future.

25. Directors Responsibility statement;

Pursuant to requirement under 134(3)[c] of the Companies Act, 2013 [Act), Directors, can firm that;

(a) in the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set our under Schedule Ell to the Act, have been Followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 are operating effectively and

(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.

26. Acknowledgement

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would 'like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company its continued robust performance on all fronts.

Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS.

Date: 12/08/2015 FOR,REDEX PROTECH LIMITED

MR.VIKRAM BHAGAT

Mg, Director

(DIN:00114739]


Mar 31, 2014

Dear Members,

We are presenting the Twenty Third Annual Report together with the audited Statement of accounts for the year ended on 31st March, 2014.

1. Financial Results

(Amount in Rupees)

Financial Year

Description 2013 2014 2012-2013

Total Revenue 31,44,149 31,48,851

Less: Finance Cost 327 2,624

Less: Depredation & Amortization 3,79,536 3,45,160

Less:Other expenses 8,43,457 7,58,901



Profit/(Loss] before Exceptional items & Tax 19,20,829 20,42,166



Exceptional items -

Profit/fLoss) before Tax 19,20,829 20,42,166

Tax Expense 4,13,081 4,73,118

Net Profit/(Loss) for the Year 15,07;748 15.69,048

2. Operations:

During the F.Y. 2013-14, Company has achieved turnover at Rs. 31,44,149/- as compared to Rs. 31,48,851/- in previous year. The company has also earned Net profit of Rs. 15,07,748/- as compared to Rs. 15,69,048/- in the previous year.

3. Dividend:

Directors did not recommend any dividend and decided to plough hack the profit for future expansion planning.

4. Directors:

As per provisions of Section 152(6) of the Companies Act, 2013, Mr. Jayprakash Sharma, Director liable to retire by rotation, offers himself for re-appointment at the general meeting and if appointed as Director of the Company, be appointed as an Independent Director for five consecutive years as per provisions of Section 149 of the Companies Act, 2013. Mrs. Angana Bhagat, be appointed as a Woman Director as per provisions of Section 149 of the Companies Act, 2013. Mr. Hirenbhai Patel is being appointed as an Independent Director for five consecutive years as per provisions of Section 149 of the Companies Act, 2013. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing ACM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re- appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274(1) (g) of the Companies Act, 1956).

5. Personnel

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

6. Auditors

M/s ASA & Associates LLP, a Firm of Chartered Accountants, Ahmedabad, Existing Auditor of the Company (Firm Registration No.: 009571W) has resigned from the place of Auditor of the Company and M/s. Arvind A. Thakkar & Co. (Firm Registration No. 100571W). be and is her by appointed as Statutory Auditor of the Company. As per newly inserted Section 139 of the Companies Act, 2013, they are appointed for a term of five consecutive financial years, for which necessary resolution is put to vote in this ACM. as stated in the item no. 3 of the notice, they are eligible for appointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under the Companies Act.

Notes to the accounts referred to in Auditor''s report are self explanatory and therefore do not call for any further comments.

7. Deposits

During the year under review. Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

8. Energy. Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 3lst December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable to the company. Hence, it is not disclosed in the report.

9. Foreign Exchange Earning and Outgo

There were no foreign exchange earnings or outgo during the year.

10. Directors'' Responsibility Statement

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

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of afFairs of the company at the end of financial year ended 31st March. 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

11. Auditors Qualification

Auditors have qualified their report to the members of the Company. In the report presented by the Auditor, they have shown related party transactions entered into by the Company to the tune of Rs. 2,80,66,091/- during the financial year 2013-14.

In this connection directors of the Company have discussed the same at arm''s length on the recommendation of the audit committee and have initiated to take necessary actions so as to show fair view of state of affairs of the company in the coming financial year.

12. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

13. Acknowledgements Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company'' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

PLACE: AHMEDABAD By order of the Board of Directors, For, REDEX PROTECH LIMITED DATE: 12/08/2014 MR. VIKRAM BIIACAT Mg. DIRECTOR (DIN-00114739)


Mar 31, 2013

To, The Members,

The are presenting the Twenty Second Annual Report together with the audited Statement of accounts for the year ended on 31st March, 2013.

l. Financial Results

(Amount m Rupees'')

Financial Year Description 2012-2013 2011-2012

Total Revenue 31,48,851 31,32,485

Less: Finance Cost (2,624) (4,709)

Less: Depreciation & Amortization (3,45,160) (2,81,751)

Less: Other expenses (7,58,901) (64,13,873)

Pro fit/(Loss) before Exceptional items & Tax 20,42,166 (35,67,848)

Exceptional items - 58,02,675

Profit/(Loss) Before Tax 20,42,166 22,34,827

Tax Expense (4,73,118) (13,14,601)

Net Profit/(Loss) for the Year 15,69,048 35,49,428

Balance Brought Forward from Previous Year (2,47,34,946) (5,18,95,874)

Amount Available for Appropriation

Appropriations

Balance Carried to Balance Sheet (2,31,65,897) (2,47,34,946)



2. Operations;

During the year F.Y. 2012-13, Company has achieved expected and desired growth in terms of turnover as the working of the company was developed more in comparison of previous year. The company has earned Net profit of Rs. 15, 69, 048/- as compared to Net Profit of Rs. 35,49, 428/-in the previous year.

3. Dividend:

Your Directors did not recommend any dividend on account of inadequate profit.

4. Directors;

Mr. Jayprakash Sharma, Director who retires by rotation, and offers himself for re- appointment at the general meeting.

5. Personnel

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

6- Auditors

M/s ASA & Associates, Chartered Accountants, Ahmedabad, Auditor of the Company holds office until the conclusion of the ensuring Annual General Meeting. As stated in the item no. 3 of the notice, they are eligible for reappointment to conduct Statutory Audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under section 224(1) of the Companies Act, 1956.

Notes to the accounts referred to in Auditor''s report are self explanatory and therefore do not call for any further comments.

7. Deposits

During the year, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

8. Energy, Technology and Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable to the company. Hence, it is not disclosed in the report.

9. Foreign Exchange Earning and Ontgo

There were no foreign exchange earnings or outgo during the year.

10. Directors'' Responsibility Statement

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

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2013.

Hi. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

11. Auditor''s Qualification

Auditors have qualified their report to the members of the Company. In the report presented by auditor, they have shown related party transaction done by the company with related parties to, the tUne of Rs. 2, 81,12, 091/- during the financial year 2012-13. ''

In this connection directors of the company have discussed the same at arm''s length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affairs of the company in the coining financial year.

12. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report and is annexed herewith.

Acknowledgements

Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company'' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.



PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE: 29/05/2013 REDEX PROTECH LIMITED


Mar 31, 2010

We are presenting the Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2010.

Year 2009-10 Year 2008-09

FINANCIAL RESULTS (Rs. In 000) (Rs In 000)

Sales and service charges & other income 8649 11304

(A) Profit before depredation and taxes 2863 2646

B) Depreciation (247) (247)

C Profit before taxes 2616 2399

(D) Provision for taxes 404 Nil

(E) Profit after taxes 2212 2399

F) Profit/Loss b/f from earlier year (55460) (57860)

(G) Profit/Loss c/f to Balance sheet (53248) (55460)

OPERATIONS

During the year F.Y. 2009-10, company could not achieve expected and desired growth in terms of turnover as the working of the company was under tremendous pressure due to over sluggish economic scenario.

However, after a prolonged spell of uncertainty and repulsion in the working on account of mounting losses from the operations, the company has been able to come out of the burgeoning cash loss position since last three years. This can be attributed to the various measures adopted by the company in the last few years.

DIVIDEND

Your directors do not declare any dividend. FIXED DEPOSITS

The company has not accepted any deposits from the public during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

There are no material events, changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the Balance Sheet relates and the date of this report.

DIRECTORS

Shri V.D.Bhagat retires by rotation and being eligible offers himself for re-appointment as per the provisions of Articles of Association of the Company. All other directors are eligible, qualified and willing to continue their office.

AUDITORS

SHRIKANT SHAH 85 Co., Chartered Accountants, Ahmedabad Auditor of the company holds office until the conclusion of the ensuing Annual General Meeting. As stated in the item no. 3 of the notice, they are eligible for reappointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under section 224(1) of The Companies Act 1956.

Notes to the accounts referred to in Auditors Report are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.

Particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy, technology absorption

(1) The energy conservation measures are not applicable to the Company.

(2) Technological absorption and adaptation in new area are not applicable in Current Year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars pursuant to sec .217 (2A) of The Companies Act, 1956 read with Companies (Particulars of the employees) Rules, 1975 are to be disclosed.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of Companies Act, 1956, your directors subscribe to the "Directors Responsibility Statement" and confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have generally been followed and that no material departures have been made from the same;

2. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

4. that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The board wished to record their appreciation of the efforts put in by the employees of the company. The Board also wished to place on record their gratitude for the co-operation and assistance received from the banks, shareholders, customers and thank them for their continued support.

Place: Ahmedabad For and on behalf of Board of Directors

Date: 25th August, 2010 (Director)

(J.B. SHARMA)


Mar 31, 2009

We are presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2009.

Year 2008-09 Year 2007-08

FINANCIAL RESULTS (Rs. In 000) (Rs. In 000)

Sales and service charges & other income 11304 1946

(A) Profit before depreciation and taxes 2646 382

(B) Depreciation (247) (247)

(C) Profit before taxes 2399 135

(D) Provision for taxes Nil Nil

(E) Profit after taxes 2399 135

(F) Profit/Loss b/f from earlier year (57860) (57995)

(G) Profit/Loss c/f to Balance sheet (55461) (57860)



OPERATIONS

During the year F.Y. 2008-09, company could not achieve expected and desired growth in terms of turnover.as the working of the company was under tremendous pressure due to over sluggish economic scenario.

However, after a prolonged spell of uncertainty and repulsion in the working on account of mounting losses from the operations, the company has been able to come out of the burgeoning cash loss position since last three years. This can be attributed to the various measures adopted by the company in the last few years.

DIVIDEND

Your directors do not declare any dividend.

FIXED DEPOSITS

The company has not accepted any deposits from the public during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

There axe no material events, changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the Balance Sheet relates and the date of this report.

DIRECTORS

Shri V.D.Bhagat retires by rotation and being eligible offers himself for re-appointment as per the provisions of Articles of Association of the Company. All other directors are eligible, qualified and willing to continue their office.

AUDITORS

SHRIKANT SHAH & Co., Chartered Accountants, Ahmedabad Auditor of the company holds office until the conclusion of the ensuing Annual General Meeting. As stated in the item no. 3 of the notice, they are eligible for reappointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made; would be within the prescribed limits under section 224(1J of The Companies Act, 1956.

Notes to the accounts referred to in Auditors Report are self explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

Particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy, technology absorption

(1) During the year energy conservation measures were continued. As the company does not require HP power connection, it has decided to convert the HT supply in to LT power supply.

(2) The above mentioned measures have resulted in energy saving and subsequent reduction in energy cost and thus in cost of production.

(3) Technological absorption and adaptation in new area have been taken up.

(4) Company is quite hopeful that as a result of the above, there would be improvement in manufacturing process, quality and productivity.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars pursuant to sec.217 (2A) of The Companies Act, 1956 read with Companies (Particulars of the employees) Rules, 1975 are to be disclosed.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of Companies Act, 1956, your directors subscribe to the "Directors Responsibility Statement" and confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have generally been followed and that no material departures have been made from the same;

2. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

4. that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The board wished to record their appreciation of the efforts put in by the employees of the company. The Board also wished to place on record their gratitude for the co operation and assistance received from the banks, shareholders, customers and thank them for their continued support.



Place: Ahmedabad

Date: 23rd August, 2009

(Director) (J.B. SHARMA)



 
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