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Directors Report of Resonance Specialties Ltd.

Mar 31, 2016

BOARDS'' REPORT

To,

The Members,

Resonance Specialties Limited.

The Directors have pleasure in presenting the 27th Annual Report along with the Audited Statements of Account of your Company for the financial year ended March 31, 2016.

1. Financial Results:

The financial performance of the Company for the year ended March 31, 2016 is summarized as under:

2015-16 Rs, in lakhs

2014-15 Rs, in lakhs

Turnover

3891.71

3800.62

Other Income

20.69

88.53

Profit/ (Losses) Before Interest, Depreciation and Taxation

327.33

213.52

Depreciation

111.53

115.50

Exceptional Items

0

97.89

Profit/ (Losses) after taxes including deferred tax

119.11

127.58

Balance in P&L account brought forward

411.52

353.21

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

531.00

411.52

2. Review of Operations:

The Company had reported turnover of Rs, 3891.71 lakhs for the year ended March 31, 2016 as against Rs, 3800.62 lakhs in the previous year, showing Increase of over 2.40%. The Company has generated net profit of Rs,119.11 lakhs as against net profit of Rs, 127.58 lakhs in the previous year.

3. Dividend:

Your management does not recommend any dividend in order to conserve the resources.

4. Share Capital:

The paid up Equity Share Capital as on 31st March, 2016 was Rs, 1154.4 Lakh. During the year under review, the Company has not issued any shares.

5. Directors:

In the Meeting of the Board of Directors on 8th February 2016 - Mr. Satish Chander Mathur and Mrs. Archana S. Yadav were appointed as the Additional Director of the Company. Mr. Satish Chander Mathur and Mrs. Archana S. Yadav hold office upto the date of the ensuing Annual General Meeting. and thus they are to be regularised at the ensuing Annual General Meeting. Item No. 4 and Item No. 5 of the Notice forms part of their appointment.

The Company has received (i) the consent to act as Director in form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014,

(ii) Intimation in DIR-8 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014, to the extent that they are not disqualified under subsection (2) of Section 164 of the Companies Act, 2013 from Mr. Satish Chander Mathur and Mrs. Archana S. Yadav

Mr. Satish Chander Mathur is also appointed as the Occupier for the factory located at Tarapur. Further, subject to the approval of the Shareholders, Mr. Satish Chander Mathur needs to be appointed as the Whole Time Director of the Company. Item No. 5 of the Notice forms part of his appointment as the Whole Time Director of the Company.

Ms. Urvi Atma Gupta, Non-Executive Director retires by rotation and, being eligible, offers herself for reappointment at the ensuing Annual General Meeting of the Company. Your Directors recommend her appointment at Item No 2 of the Notice convening the Annual General Meeting.

A declaration received from Mrs. Archana S. Yadav to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. Brief profiles of the Directors proposed to be appointed/ reappointed; qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided along with the Notice convening Annual General Meeting.

6. No. of Meeting of the Board:

The details of the number of meetings of the board held during the financial year 2015-16 forms part of the Corporate Governance Report.

7. Other Committees:

The composition of all the Committee Meetings and its meetings during the financial year 2015-16 forms part of the Corporate Governance Report.

8. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the going concern status and Company''s Operations in Future

During the year, there are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the company and its future operations.

9. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, as amended with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the Financial year ended 31st March, 2016, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are made reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2016, and of its profit 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 Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts for the financial year ended 31st March, 2016 on a going concern basis;

(e) The Directors have prepared the annual accounts for the financial year ended 31stMarch, 2016 on a going concern basis;

(f) 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;

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

10. Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate annexure to this Report.

11. Exports

Export including deemed export are at Rs,1783.76 lakh as compared to Rs,2290.57 lakhs in the previous years. The company is exploring newer market for its nutritional products and of value added Pyridine derivatives.

12. Public Deposits

During the year, the Company has not accepted any deposits from the Shareholders and others and that the

Sr. No

Name of the Related Party

Particulars of Contracts/arrangements

Value of Transactions in ''

1

Avignon Exim Pvt Ltd.

Service Contract (purchase)- for conversion of raw material & Purchase of Raw material under Form H.

13,76,92,69

2

Avignon Exim Pvt Ltd.

Purchase of goods & High seas sales.

3,45,69,900

3

Vista Organics Pvt. Ltd.

Availing Services.

4,65,12,969

4

Vista Organics Pvt. Ltd.

Deposit for exclusive right for manufacturing.

50,00,000

5

Vista Finance & Leasing Pvt. Ltd.

Renting of office space by them.

7,20,000

6

Vista Finance & Leasing Pvt. Ltd.

Deposit for Renting of office space.

50,00,000

7

Avignon Chemicals Pvt. Ltd.

Renting of office space by them.

7,20,000

Company has complied with the provisions of section 73 of the Companies Act, 2013 and the rules made there under.

13. Statutory Auditors

M/s. V. R. Bhabhara & Co., Chartered Accountants (Registration No.112861W), were appointed as Statutory Auditors at the 25th Annual General Meeting till the conclusion of 28th Annual General Meeting of the company (subject to ratification of the appointment by the members at every Annual General Meeting). They are eligible to continue as Statutory Auditors for the financial year 2016-2017. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory and hence do not call for any further information and explanation under section 134(3) of the Companies Act, 2013.

14. Secretarial Auditor

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed M/s. Paras Parikh & Associates, Practicing Company Secretaries (COP 10669) as the Secretarial Auditor for financial year 2015-2016 whose report of 30th May, 2016 is attached separately to this report as Annexure "B" to Boards Report.

The observations and comments given in the Secretarial Audit Report are self-explanatory and hence do not call for any further information and explanation.

15. Particulars of Loans, Guarantees or Investments by the Company

The company has not given any loans or made any investments covered under the provisions of section 186 of the Companies Act, 2013.

The company have also not given any guarantee during the year.

16. Subsidiary Companies

There are no subsidiaries of the company.

17. Particulars of Contracts or Arrangements with Related Parties:

18. Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

8

Avignon Chemicals Pvt. Ltd.

Deposit for Renting of office space.

50,00,000

9

Ushma Investments Pvt. Ltd.

Renting of office space by them.

7,20,000

10

Ushma Investments Pvt. Ltd..

Deposit for Renting of office space.

50,00,000

Key Managerial Personnel

11

Dr. Atma B. Gupta

Managing Director''s remuneration.

31,10,400

12

Mr. Kamlesh Yadav

Whole time Director''s remuneration (till 14.11.2015).

4,63,959

13

Mr. Satish Chander Mathur

Whole time Director''s remuneration (w.e.f. 08.02.2016).

14

Dwarika Agrawal

Chief Financial Officer''s remuneration.

8,40,923

15

Mr. Navin Agarwal

Company Secretary (w.e.f. 30.05.2015 till 21.10.2015).

3,17,000

16

Ms. Varsha Malkhani

Company Secretary (w.e.f. 26.12.2015 till 08.02.2016).

78,100

17

Mr. Bhupesh Atkari

Company Secretary (w.e.f 08.02.2016).

72,044

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the Company does not fall under the criteria of Section 135 of Companies Act, 2013.

19. Policy on Directors'' Appointment and Remuneration Including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director, Key Managerial Personnel and other Employees

The Board shall have minimum 3 and maximum 12 directors, unless otherwise approved. No person of age less than 21years shall be appointed as a director on the Board. The company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations 2015, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Except for the Managing and whole Time Director no other directors are paid remuneration, but are paid only sitting fees and profession fees for professional services rendered. The MD is paid remuneration as approved by the Shareholders but is not paid any sitting fees. MD, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMPs) of the Company. All persons who are Directors/ KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

20. Particulars pursuant to section 197(12) and the relevant rules:

a)

The ratio of the remuneration of Managing Director to the median employee''s remuneration for the financial year.

11:1

b)

The percentage increase in remuneration of Managing Director, Whole time Director Chief Financial Officer, Company Secretary in the financial year.

There is no increase in the salary of Managing Director/Whole time Director/ CFO /Company Secretary.

c)

The percentage increase in the median remuneration of employees in the financial year.

Increase in the median remuneration of the employees in the financial year is 7.90%.

d)

The number of permanent employees on the rolls of Company.

58.

e)

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

The turnover was increased by 2.4% as compared to last year''s turnover and there was increase in remuneration of the employees.

f)

Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.

Remuneration of KMP as % of PAT for 2015-16 is 41%. The Company''s PAT decreased by 7.1% during the year as compare to last year.

g)

Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or 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.

Date

Issued capital (Shares)

Closing Market Price per shares (Rs,)

EPS

PE Ratio

Market Capitalization

31.03.2015

1,15,44,000

16.40

1.11

14.77

18,93,21,600

31.03.2016

1,15,44,000

19.90

1.03

19.32

22,97,25,600

Increase/ (Decrease)

NIL

3.5

(0.08)

4.55

4,04,04,000

% of Increase/ (Decrease)

17.59

(7.76)

23.55

17.58

Issue Price of the share at the last Public Offer (IPO)

N.A.

10

N.A.

N.A.

N.A.

Increase in market price as on 31.03.2016 as compared to issue price of IPO

9.90

N.A.

N.A.

N.A.

Increase in %

N.A.

99.00%

N.A.

N.A.

N.A.

h) Average percentile increase already made in the salaries Average change in remuneration of all employees of employees other than the managerial personnel excluding KMP is 7.90%; Average change in in the last financial year and its comparison with the remuneration of KMP is 0%.

percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial Remuneration.

i) Comparison of the each remuneration of the key Each KMP is granted salary based on his managerial personnel against the performance of the qualification, experience, nature of job, industry Company. benchmark, earlier salary and many other factors,

comparison of one against the other is not feasible.

j) The key parameters for any variable component of Except for the Managing Director Dr. A. B. Gupta and remuneration availed by the directors. Whole Time Director Mr. Satish Chander Mathur, no

Directors have been paid any remuneration as only Sitting Fee and professional fees are paid to them.

k) The ratio of the remuneration of the highest paid Not Applicable.

Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year.

l) If remuneration is as per the remuneration Yes.

policy of the company.

21. Establishment of Vigil Mechanism:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 14th August, 2014. This policy inter alia provides a direct access to a Whistle Blower to the Chief financial Officer on his dedicated email-ID info@ resonancesl.com. The Whistle Blower Policy covering all employees and directors is hosted on the Company''s website.

22. Policy on Documents Retention:

The Company has a policy on Documents Retention and the same has been displayed on the Company''s website: http://www.resonancesl.com/policies.html.

23. Policy on determination of Materiality of events:

The Company has a policy on determination of Materiality of events and the same has been displayed on the Company''s website: http://www.resonancesl.com/policies.html.

24. The Details in respect of adequacy of Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134 (5)

(e) of the Companies Act, 2013. For the year ended 31st March, 2016, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operation.

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.''

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

26. Extract of the Annual Return

An extract of the Annual Return as of 31st March, 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as Annexure A to the Boards Report.

27. A Statement Indicating the Manner in which formal Annual Evaluation has been made by the board of its own Performance and that of its Committees and Individual Directors

i. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback forms for evaluation of the Board, Independent Directors and Chairman.

ii. Independent Directors at a meeting without anyone from the non-independent directors and management considered/evaluated the Board''s performance, performance of the Chairman and other non-independent Directors.

iii. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors.

Annual Evaluation of Performance of Board and its Committees and of Directors:

Annual Evaluation of Board Performance and Performance of its Committees and of Directors: Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia level of achievement of key responsibilities, Board structure and composition, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO. Areas on which the Committees of the Board were assessed included level of achievement of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

28. The Details of Familiarization Programme arranged for Independent Directors have been disclosed on website of the Company and are available at the following link:

The Familiarization Programme for Independent Directors is hosted on the Company''s website at http://www. resonancesl.com/policies.html

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,

2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''C'' to Board''s Report hereto and forms part of this report.

30. Employees

The relations between the Company and its employees continue to be cordial. There were no employees during the year drawing remuneration more than prescribed ceiling under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

31. Corporate Governance Report

A report on the Corporate Governance along with the Certificate from the Company Secretary in practice is separately given in the Annual Report.

Acknowledgement

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors

Dated: May 30, 2016 sd/-

Place: Mumbai Dr. A. B. Gupta

Managing Director

__(Din: 00025255)


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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