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Directors Report of Resonance Specialties Ltd.

Mar 31, 2014

The Members

Resonance Specialties Limited

The Directors have pleasure in presenting the 25th Annual Report along with the Audited Statements of Account of your Company for the financial year ended March 31, 2014.

1. Financial Results

A snapshot of the financial performance of the Company for the year 2013-14 is as under:

(Rs. in Lakhs) Current Previous Year Year 2013 – 2014 2012 – 2013

Turnover 4529.90 3957.88

Other Income (22.96) 37.71

profit/ (Losses) Before Interest, 288.27 253.67

Depreciation and Taxation

Depreciation 110.26 115.36

Exceptional Items (15.23) (0.35)

Profit/ (Losses) after taxes including 102.59 45.62 deferred tax

Balance in P&L account brought 318.15 272.53 forward

Balance in the P&L account carried 353.21 318.15 forward to the Balance Sheet

2. Results of Operations

The Company had reported turnover of Rs. 4529.90 lakhs for the year ended March 31, 2014 as against Rs. 3957.88 lakhs in the previous year, showing Increase of over 13%. The Company has generated net profit of Rs.102.59 lakhs as against net profit of Rs.45.62 lakhs in the previous year.

3. Dividend on Equity Shares

Your directors have recommended a Dividend of 50Paise per Equity Share for the Financial Year ended 31st March,2014.

4. Public Deposits

During the period under review, your Company has not accepted/ renewed any deposits during the year under review.

5. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate annexure to this Report (Annexure II).

6. Corporate Governance Report

Your Company has complied with all the mandatory requirements of the Clause 49 of the Listing Agreement. As part of the Company''s eforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certifcate from the Practicing Company Secretary M/s Kaushal Dalal and Associates, regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to the report on Corporate Governance.

7. Directors

Mr. B. P. Agrawal, Director retire by rotation and, being eligible, ofer himself for re-appointment at the ensuing Annual General Meeting of the Company. Your directors recommend his appointment as the Director of the Company liable to retire by rotation.

Mr. Rajnikant Worah and Mr. L. R. Daga are Non-Executive (Independent) Director of the Company. They Joined the Board of Directors on December 12, 1991 and February 14, 2012 respectively. Mr. Rajnikant Worah and Mr. L. R. Daga retires by rotation at the ensuing Annual General Meeting under the erstwhile provisions of the Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Rajnikant Worah and Mr. L. R. Daga being eligible and seeking re-appointment, are proposed to be appointed as the Independent Director for the term of five years.

The Company has received notices in writing from members, alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidatures of each of Mr. Rajnikant Worah and Mr. L. R. Daga for the ofce of Directors of the Company.

The Company has received from Mr. Rajnikant Worah and Mr. L. R. Daga (i) the consent to act as Director in form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualifcation of Directors) Rules, 2014, (ii) Intimation in DIR-8 pursuant to Rule 8 of Companies (Appointment and Qualifcation of Directors) Rules, 2014, to the extent that he is not disqualifed under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the efect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Brief profles of the Directors proposed to be appointed/ re-appointed; qualifcation, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement are provided along with the Notice convening Annual General Meeting.

8. Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of afairs of your Company as at March 31, 2014, and of its profit for the year ended on that date;

(c) Proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

9. Exports

Export including deemed export are at Rs. 2,448.40 Lacs compared to Rs. 1,993.83 Lacs in the previous years. The company is exploring newer market for its nutritional products and of value added Pyridine derivatives.

10. Future Prospects

Due to heavy competition and adverse forex prices, the company is exploring alternate raw material to manufacture its basic products to sustain the profitability. In case of some of the value added products of the Company there are few competitors in the world but the demand for product is limited. The Company is making all the eforts to develop new applications of its products and is confdent of substantially expanding the market in near future. Nutraceuticals market is growing and more particularly in India and other third world countries.

11. Research and Development

The Research and development is an integral component of commercial exploitation of the products and processes. Your company is knowledge based entity with focus on the customer needs. The strengths of Resonance commence at its R&D centre where products and processes are created to meet regulatory standards and to address the needs of the consumer at large. The Company is making major investments in R&D facilities at Tarapur which is approved by the Govt. of India to improve upon the competitiveness of our manufacturing products and processes. The Company continues to conduct R&D work related to the:

1. Development of improved catalyst for the better yields of products;

2. Improvement in technology of value added products;

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The additional information required in accordance with sub-section (1) (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is appended to and forms part of this report (Annexure I).

13. Particulars of Employees

The details as required Pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not given, since your Company has no person in its employment drawing salary above the prescribed monetary ceiling.

14. Auditors & Auditors Report

M/s. V. R. Bhabhra & Co., Chartered Accountants, Mumbai, the Company''s Auditors, retire at the ensuing Annual General Meeting and being eligible ofer themselves for re-appointment.

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

Acknowledgement

The Directors place on record their gratitude to the Government, Regulators, Stock Exchanges, other statutory bodies and the Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. The Directors also place on record their sincere appreciation to the employees for their continuing support and unstinting eforts in ensuring an excellent all round operational performance. Last but not the least the directors would like to thank valuable shareholders for their support and contribution. We look forward to your continued support in the future.

On behalf of the board

Sd/- Dated: May 30, 2014 Dr. A. B. Gupta Registered Ofce: Managing Director 301, Evershine Mall,

Of Malad Link Road, Sd/- Malad (West). Mr. Rajnikant Worah Mumbai – 400064 Chairman & Director


Mar 31, 2013

The Members of Resonance Specialties Limited

The Directors have pleasure in presenting the 24th Annual Report along with the Audited Statements of Account of your Company for the financial year ended March 31, 2013.

1. Financial Results

A snapshot of the financial performance of the Company for the year 2012-13 is as under:

(Rs. in Lakhs)

Current Previous Year Year

2012-2013 2011 -2012 Turnover 3957.88 3562.58

Other Income 37.71 38.50

Profit/(Loss) Before 253.67 131.50

Interest, Depreciation and Taxation

Depreciation 115.36 108.39

Exceptional Items 0.35 24.30

Profit/ (Loss) after taxes 45.62 (53.23) including deferred tax

Balance in P&L account 272.53 325.77 brought forward

Balance in the P&L 318.15 272.53 account carried forward to the Balance Sheet

2. Results of Operations

The Company had reported turnover of Rs. 3957.88 lakhs for the year ended March 31, 2013 as against Rs. 3562.58 lakhs in the previous year, showing Increase of over 11.10%. The Company has generated net profit of Rs. 45.62 lakhs as against net Loss of Rs.53.23 lakhs in the previous year.

3. Dividend on Equity Shares

Your directors feel that it is prudent to plough back the profit and conserve the resources for the future operation & growth of the company and therefore, Board of directors do not recommend any dividend for the year 2012-13.

4. Public Deposits

During the period under review, your Company has not accepted/ renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

5. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate annexure to this Report (Annexure II).

6. Corporate Governance Report

Your Company has complied with all the mandatory requirements of the Clause 49 of the Listing Agreement. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certificate from the Practicing Company Secretary M/s Kaushal Dalai and Associates, regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to the report on Corporate Governance.

7. Directors

Mr. B. P. Agrawal, Director retire by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. Your directors recommend his appointment as the Director of the Company liable to retire by rotation.

The Company had, at its meeting held on May 30, 2013, appointed Mr. Kamlesh Yadav as the additional director and whole-time director. Mr. Yadav holds office upto the date of Annual General Meeting. A member has recommended his appointment u/s 257 as the Director of the Company. Your Board recommends his appointment as Director and Whole-time Director of the Company.

Brief profiles of the Directors proposed to be appointed/ re-appointed; qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement are provided along with the Notice convening Annual General Meeting.

8. Directors'' Responsibility Statement

As required by Section 217 (2AA) ofthe Companies Act, 1956, your directors confirm that:

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

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2013, and of its profit for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

9. Exports

Export including deemed export are at Rs. 1993.83 Lacs compared to Rs. 2525.85 Lacs in the previous years. The company is exploring newer market for its nutritional products and of value added Pyridine derivatives.

10. Future Prospects

Due to heavy competition and adverse forex prices, the company is exploring alternate raw material to manufacture its basic products to sustain the profitability. In case of some of the value added products of the Company there are few competitors in the world but the demand for product is limited. The Company is making all the efforts to develop new applications of its products and is confident of substantially expanding the market in near future. Nutraceuticals market is growing and more particularly in India and other third world countries.

11. Research and Development

The Research and development is an integral component of commercial exploitation of the products and processes. Your company is knowledge based entity with focus on the customer needs. The strengths of Resonance commence at its R&D centre where products and processes are created to meet regulatory standards and to address the needs of the consumer at large. The Company is making major investments in R&D facilities at Tarapur which is approved by the Government of India to improve upon the competitiveness of our manufacturing products and processes. The Company continues to conduct R&D work related to the:

1. Development of improved catalyst for the better yields of products;

2. Improvement in technology of manufacturing of value added products.

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The additional information required in accordance with sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is appended to and forms part of this report (Annexure I).

13. Particulars of Employees

The details as required Pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not given, since your Company has no person in its employment drawing salary above the prescribed monetary ceiling.

14. Auditors & Auditors Report

M/s. V. R. Bhabhra& Co., Chartered Accountants, Mumbai, the Company''s Auditors, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. M/s. V. R. Bhabhra & Co., have sought re-appointment and confirmed that their re-appointment shall be within the limits of Section 224(1 B) of the Companies Act, 1956. The necessary eligibility certificate under section 224(1 B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors recommend the appointment of M/s. V. R. Bhabhra & Co., Chartered Accountants, as the Statutory Auditors of the Company.

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

The Directors place on record their gratitude to the Government, Regulators, Stock Exchanges, other statutory bodies and the Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. The Directors also place on record their sincere appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance. Last but not the least the directors would like to thank valuable shareholders for their support and contribution. We look forward to your continued support in the future.

On behalf of the board

Sd/- Dated: May 30, 2013 Dr. A. B. Gupta

Registered Office: Managing Director

301, Evershine Mall,

Off Malad Link Road, Sd/-

Malad (West). Mr. Rajnikant Worah

Mumbai - 400064. Chairman


Mar 31, 2012

To the Members of Resonance Specialties Limited

The Directors have pleasure in presenting the 23rd Annual Report along with the Audited Statements of Account of your Company for the financial year ended March 31, 2012.

1. Financial Results

A snapshot of the financial performance of the Company for the year 2011-12 is as under:

(Rs.in Lakhs) Current Previous Year Year

2011 - 2012 2010 - 2011

Turnover 3562.58 2862.71

Other Income 38.50 28.86

Profit/ (Losses) Before Interest, Depreciation and Taxation 131.50 305.67

Depreciation 108.39 121.21

Exceptional Items 24.30 15.74

Profit/ (Losses) after taxes including deferred tax (53.23) 57.83

Balance in P&L account brought forward

Balance in the P&L account carried 325.77 267.93

forward to the Balance Sheet 272.53 325.77

2. Results of Operations

The Company had reported turnover of Rs 3562.58 lakhs for the year ended March 31, 2012 as against Rs 2,862.71 lakhs in the previous year, showing Increase of over 24%. The Company has generated net loss of Rs 53.23 lakhs as against net profit of Rs 57.83 lakhs in the previous year in view of higher input cost and lower finished products prices.

3. Dividend on Equity Shares

In view of loss for the year, your Board do not recommend any dividend for the year under review.

4. Public Deposits

During the period under review, your Company has not accepted/ renewed any deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules thereunder.

5. Management Discussion and Analysis Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a Annexure II to this report.

6. Corporate Governance Report

Your Company has complied with all the mandatory provisions of the revised Clause 49 of the Listing Agreement. As part of the Company Rss efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report. A certificate from the Practicing Company Secretary M/s Kaushal Dalal and Associates, regarding

compliance of the conditions of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to the report on Corporate Governance.

7. Directors

Mr. P. C. Modi, resigned as Non-executive independent director from the Board of the Company on August 24, 2011 and Mr. V. Vishwanathan, resigned as Non- executive independent director from the board of the Company on December 9, 2011. Mr. L. R. Daga was appointed as additional director (Non-executive Independent Director) of the company on February 14, 2012. Mr. L. R. Daga would hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from a member proposing the candidature of Mr. L. R. Daga for the office of Director, liable to retire by rotation.

Mr. Rajnikant Worah, Director retire by rotation and, being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Your directors recommend his appointment as the Director of the Company liable to retire by rotation. Brief profiles of the Directors proposed to be appointed/ re-appointed; qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement are provided along with the Notice convening Annual General Meeting.

8. Directors' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

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

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2012, and of its loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on an ongoing concern basis.

9. Exports

FOB value of exports including deemed exports is Rs 2,225.85 lakhs as against Rs 2,231.22 lakhs. The company is exploring newer market for its nutritional products.

10. Future Prospects

Due to heavy competition and adverse forex prices,

the company is exploring alternate raw material to manufacture its basic products to sustain the profitability. In case of some of the value added products of the Company there are few competitors in the world but the demand for product is limited. The Company is making all the efforts to develop new applications of its products and is confident of substantially expanding the market in near future. Nutraceuticals market is growing rapidly worldwide and in particular within India and other third world countries.

11. Research and Development

The Research and development is an integral component of commercial exploitation of the products and processes. Your company is knowledge based entity with focus on the customer needs. The strengths of Resonance commence at its R&D centre where products and processes are created to meet regulatory standards and to address the needs of the consumer at large. The Company is making major investments in R&D facilities at Tarapur which is approved by the DSIR of India to improve upon the competitiveness of our manufacturing products and processes. The Company continues to conduct R&D work related to the:

1. Development of improved catalyst for the better yields of products;

2. Technology for the production of 2,6- Lutidine and 2,4,6-collidine;

3. Improvement in technology for 3- and 4- cyanopyridines;

4. Development of high efficiency extraction techniques.

Total R&D expenditure during the year was Rs 57.78 Lakhs. The corresponding previous year spending was Rs 92.20 lakhs

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The additional information required in accordance with sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is appended to and forms part of this report (Annexure I).

13. Particulars of Employees

The details as required Pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is not given, since your Company has no person in its employment drawing salary above the prescribed monetary ceiling.

14. Auditors & Auditors Report

M/s. V. R. Bhabhra & Co., Chartered Accountants, Mumbai, the Company's Auditors, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. M/s. V. R. Bhabhra & Co., have sought re-appointment and confirmed that their re-appointment shall be within the limits of Section 224(1B) of the Companies Act, 1956. The necessary eligibility certificate under section 224(1B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors recommend the appointment of M/s. V. R. Bhabhra & Co., Chartered Accountants, as the Statutory Auditors of the Company.

With regards comments of Statutory Auditors on non availability of confirmations from Small, Medium and Micro Enterprises, your Board would like to state that the Company will devise a practice to regularly obtain confirmations from its vendors as required. Acknowledgement

The Directors place on record their gratitude to the Government, Regulators, Stock Exchanges, other statutory bodies and the Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. The Directors also place on record their sincere appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance. Last but not the least the directors would like to thank valuable shareholders for their support and contribution. We look forward to your continued support in the future.

For and on Behalf of Board of Directors

Sd/-

Dr. A. B. Gupta Managing Director

Registered Office:

301, Evershine Mall, Sd/-

Off Malad Link Road, B. P. Agrawal

Malad (West). Director

Mumbai - 400064.

Dated : August 31, 2012


Mar 31, 2010

The directors have pleasure in presenting the 21st Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2010, together with the Auditors Report thereon:

Financial Results

The Financial performance of the Company, for the year ended 31st March 2010 is summarised below:

(Rs in Lakhs)

Current Year Previous Year

2009-2010 2008-2009

Turnover 3279.26 2684.84

Other Income 18.48 8.29

Profit before Depreciation and Taxes 404.82 270.78

Depreciation 118.88 113.83

Profit/(losses) after taxes including deferred taxes 196.36 135.19

Prior period Adjustments + /(-) (9.68) 50.00

Balance in P& L Account brought forward 81.25 (103.95)

Balance in the Profit and Loss Account carried forward to Balance Sheet 267.93 81.25

Results of Operations

The Company had reported turnover of Rs 3279.26 Lacs for the year ended 31st March, 2010 as against Rs 2684.84 lacs in the previous year, showing an net increase of 22.14%. The Company has generated a net profit of Rs 196.36 Lacs as against net profit of Rs 135.19 lacs in the previous year, showing a net increase of 45% over the previous year.

Dividend

The Board of Directors does not recommend any Dividend for the year 2009-2010 to conserve the resources for the future operation of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposits from public during the year under review.

Exports

FOB value of exports including deemed exports is Rs 1995.15 lacs as against Rs 1545.25 in the previous year which is 29.12%. higher as compared to previous year This is a result of companys commitment and sustained efforts to add value to the stakeholders of the company.

Future Prospects

In the case of some of the value added products of the company there are only few competitors in the world but at the same time the demand for product is limited. The company is making all the efforts to develop new applications of its products and is confident of substantially expanding the market in near future. Nutraceuticals market is growing rapidly worldwide and in particular within India and other third world Countries.

Research and Development

The Research and Development is an integral component for the commercial exploitation of products and processes. Your company is a knowledge led entity with focus on the customer needs. The strengths of Resonance commence at its R & D centre where products and processes are created to meet regulatory standards and to address the needs of the consumer at large. The company is making major investments in its R & D facilities at Tarapur which is approved by the Government of India to improve upon the competitiveness of our manufacturing products and processes. The company continues to conduct R & D work related to:-

1. Development of improved catalysts for better yields of products;

2. Technology for the production of 2,6-Lutidine and 2,4,6-Collidine;

3. Improvement in technology for 3- and 4-cyanopyridines;

4. Development of high efficiency extraction techniques.

Total R&D expenditure during the year was Rs 131.94 Lakhs.The corresponding previous year spends were Rs 105.89 Lakhs

Energy Conservation and Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are furnished in the Annexure -1 to this report.

Directors

Mr. Prakash Chandra Modi is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Dr. V Vishwanathan was appointed as an additional director effective from 12th August, 2010. In terms of Section 260 of the Companies Act, 1956 he shall hold office only upto the date of ensuing Annual General Meeting. The Company has received the requisite notice in writing from a member proposing his candidature for the office of director liable to retire by rotation.

Corporate Governance:

The Company is committed to maintain the good standard of Corporate Governance and adhere to the Corporate Governance requirements set out in the listing agreement. The Company has also implemented several best corporate governance practices as prevalent worldwide.

The Board of Directors supports the Broad Principles of Corporate Governance in addition to the basic governance issues and the Board lays strong emphasis on transparency accountability and integrity.

Further separate Management Discussion and Analysis Report covering wide range of activities such as outlook, performance of the Company etc is also enclosed.

Certificate from Managing Director as required under Clause 49 of the Listing Agreement and a declaration by Managing Director in compliance with the Code of Conduct and ethics is enclosed.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Personnel

Your Directors are pleased to record their sincere appreciation of the contribution by the workmen, staff and managers at all levels. The relations between the management and employees continue to be satisfactory. There is no employee covered under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Statutory Auditors

M/s. S.H. Bathiya & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company for the financial year 2010-11.

Auditors Report

With regard to the qualification contained in the Auditors Report, Clause xi of the Annexure to the Auditors Report, the Board of Directors will immediately take the necessary steps to deposit the said amounts into Investor Education and Protection Fund.

Directors Responsibility Statement

The Boards of Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed;

2. 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 a fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the company;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on going concern basis.

Acknowledgement

Your Company has benefited by the support and patronage of its large number of customers and is deeply indebted to them for their encouragement. Your Directors also wish to place on record their appreciation and acknowledge the support and co-operation extended by banks, financial institutions, government agencies, shareholders and customers and looks forward to having the same support in all the future endeavors.



By Order of the Board of Directors

For RESONANCE SPECIALTIES LIMITED



Sd/-

Place: Mumbai Dr.A.B.Gupta

Date : 12th August, 2010 Managing Director

 
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