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Directors Report of Rishi Techtex Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL SUMMARY OF THE COMPANY FINANCIAL RESULTS Rs. in Lacs

2014-15 2013-14

Total Income 4875.25 4392.13

Profit before Tax 132.17 126.82

Provision for Tax Nil Nil

Profit after Tax 132.17 126.82

Balance Brought forward from Previous year (129.92) (256.74)

Balance available for appropriation 2.25 (129.92)

General Reserve 401.88 401.88

Surplus Carried to the next years account 2.25 (129.92)

DIVIDEND

To strengthen the cash flow of the Company, the Directors decided not to declare any dividend in the year.

RESERVES

As on March 31, 2015 the reserves and surplus has increased to Rs. 868.17 Lac as compared to Rs. 736.00 achieved during the last year.

COMPANY'S WORKING DURING THE YEAR

During the year the Company earned total income of Rs. 4875.25 Lacs as compared to Rs. 4392.13 earned in the previous year showing an increase in 11%. The operations during the year have resulted in a profit of Rs. 132.17 Lacs.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit corrective action are undertaken.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture company or associate company.

DEPOSITS

The details relating to deposits, covered under Chapter V of the Act, are as follows:

a) accepted during the year; : 67.95 Lacs

b) remained unpaid or unclaimed as at the end of the year; Nil

c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved;

(i) at the beginning of the year - NIL

(ii) maximum during the year - Nil

(iii) at the end of the year; - Nil

The details of deposits which are not in compliance with the requirements of Chapter V of the Act Nil

STATUTORY AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company (Firms reg. No. 100282W) retire and offer themselves for re- appointment.

The Company has obtained the requisite certificate required under section 139 of the Companies Act, 2013 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section and criteria stipulated under section 141 of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the Auditors Report forms part of Annual Report.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 is Rs. 552.20 Lacs. As on March 31, 2015, following two directors are holding shares of the Company:

Mr. Abhishek Patel Mr. Pranav Patel

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A".

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis on the operations of the Company is provided in a separate section and forms part of this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock exchanges, is provided in a separate section and forms part of this report.

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

The information required to be disclosed is set out in "Annexure B".

DIRECTORS:

A. Changes in Directors and Key Managerial Personnel

Mr. Harshad Patel, Chairman of the Company had resigned with effect from 18.2.2015. The Board of the Company comprises of three directors viz. Mr. Abhishek Patel, Managing Director and two other independent Directors.

B. Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement

C. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees as required. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Meetings of the Board of Director

During the year, in all five Board Meetings were held i.e. on 29th May, 2014, 13th August, 2014, 11th November, 2014, 10th February, 2015 and 23rd March, 2015. The time gap between any two meetings was not more than 120 days.

The details of Directors and their attendance record at Board Meetings held during the year and at the last Annual General Meeting, number of other directorships and chairmanships/ memberships of committees, and other Committees of the Company is given in corporate governance report.

WHISTLE BLOWER POLICY

The Company has formulated Whistle Blower Policy as per the provisions of Clause 49 of the Listing Agreement. The details of the said policy are explained in the Corporate Governance Report and circulated to the employees internally.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

Pursuant to section 134 read with rule of the Companies (Accounts) Rules 2014, there are no transactions to be reported under section 188(1) of the Companies act, 2013. The related party policy as approved by the Board is available on the website of the Company.

The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act, 2013 and rules made there under is not required since there are no material contracts or arrangements entered into by the Company as per the Policy of Materiality framed forming part of Related Party Transaction policy of the Company.

Related Party Transactions as required under Accounting Standards are reported under the notes to the financial statements.

PARTICULARS OF EMPLOYEES

During the year under report, no employees have drawn remuneration in excess of the limits laid down under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The additional information as required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as "Annexure C".

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sudhanwa S. Kalamkar & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D".

DIRECTORS' RESPONSIBILITY STATEMENT

in terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Corporate Social Responsibility Policy (CSR)

CSR Policy is not applicable to the Company.

Statement on Salient Features of Financial Statement

Statement on salient features of Financial Statement in Form AOC-3 is not required since Entire Annual Report is being sent to all Shareholders in the manner specified under Rule 11 of the Companies (Accounts) Rules, 2014.

Audit Committee

The Company has a Qualified Audit Committee as per the provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchange. The necessary details in this regard form part of Corporate Governance Report.

Nomination & Remuneration Committee

The Company has a Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchange. The necessary details in this regard form part of Corporate Governance Report.

Risk Management Policy

The Company has developed a very comprehensive risk management policy under which all key risks and mitigation plans are compiled into a Risk Matrix. The same is reviewed quarterly by senior management and periodically also by the Risk Management Committee of the Board.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.

By Order of the Board of Directors For Rishi Techtex Ltd.

Place : Mumbai

Dated : 15th May, 2015 Abhishek Patel (Managing Director)


Mar 31, 2014

The Members of

FINANCIAL RESULTS

Rs. in Lacs 2013-14 2012-13

Total Income 4392.13 3604.15

Earning before Interest & Depreciation 455.37 211.47

Interest 184.56 188.71

Depreciation 143.99 118.93

Profit before Tax 126.82 (96.17)

Provision for Tax Nil Nil

Profit after Tax 126.82 (96.17)

OPERATING RESULTS

During the year your Company earned total Income of Rs.4392.13 lacs as compared to Rs.3604.15 lacs earned in the previous year showing an increase of 21.86%. The operations during the year have resulted in a profit of Rs. 126.82 Lacs as compared to loss of Rs.96.17 Lacs suffered in the previous year.

EXPANSION PLAN

The Company initiated a Modernisation plan in September 2013. We have replaced our old 50 looms by new 30 looms. The new looms will give us the same production which 50 old looms were giving, but by replacing the old looms we were able to reduce the running cost of labour and power and has provided space for further expansion/modernization.

CURRENTYEAR

Sales for the first two months of the current year amounted to Rs.862.00 Lacs as compared to Rs. 576.56 Lacs achieved in the same period in the previous year. With revision in prices the Directors feel that the margins will improve leading to positive results.

DIVIDEND

On account of losses suffered by the Company, the Directors express their inability to declare dividend.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake, and various other risks.

FIXED DEPOSITS

During the period under report, the Company has neither accepted any further Deposits neither refunded, so the total deposits outstanding at the end of the year amounts to Rs.67.09 lacs.

DIRECTORS

Mr. Abhishek Patel is presently working as Whole-Time Director of the Company. It is proposed to appoint him as a Managing Director of the Company for three years with effect from 1st November 2014.

Mr. Arvind Nopany and Mr. Pranav Patel, Independent Directors of the Company are being proposed to be appointed as Independent Directors of the Company for the period of five years in terms of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company.

Appropriate resolutions for the appointment/re- appointment of Director are being placed for your approval at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

(A) That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

(B) That the directors have selected such Accounting Policies and applied them consistently and made judgement 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 31st March, 2014.

(C) That the Directors have taken the proper and suffcient 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.

(D) That the Directors have prepared the Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock exchanges, are enclosed.

PARTICULARS OF EMPLOYEES

During the year under report, no employees have drawn remuneration in excess of the limits laid down under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2011

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The information required to be disclosed is set out in Annexure

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment.

The Company has obtained the requisite certificate required under section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section.

APPRECIATIONS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.

By Order of the Board of Directors For Rishi Techtex Ltd.

Place : Mumbai Dated : 29th May, 2014 Harshad B. Patel (Chairman)


Mar 31, 2013

FINANCIAL RESULTS

Rs. in Lacs

2012-13 2011-12

Total Income 3604.15 3624.13

Earning before Interest & Depreciation 211.47 308.65

Interest 188.71 159.38

Depreciation 118.93 98.27

Profit before Tax (96.17) 105.51

Provision for Tax

Profit after Tax (96.17) 105.51

OPERATING RESULTS

During the year your Company earned a total Income of Rs.3604 lacs as compared to Rs.3624 lacs earned in the previous year. The operations during the year resulted in a loss of Rs.96.17 Lacs as compared to a profit of Rs.105.51 Lacs achieved in the previous year. The Company suffered losses mainly on account of increase in cost of raw materials which could not be passed on to the customers. During the current year, the Company has revised the prices which should improve the margins.

EXPANSION PLAN

The Expansion plan initiated in 2011, was completed by June 2012. The full benefit of expansion could not be availed in the year under report due to several bottlenecks such as timely non-availability of certain raw materials, frequent increase in cost of raw materials, resistance by customers in price increase etc. As stated above, we have revised the prices both in export and domestic front and hope to show improved results.

CURRENTYEAR

Sales for the first two months of the current year amounted to Rs.576.56 Lacs as compared to Rs.674.88 Lacs achieved in the same period in the previous year. With revision in prices the Directors feel that the margins will improve leading to positive results.

DIVIDEND

On account of losses suffered by the Company, the Directors express their inability to declare dividend.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake, and various other risks.

FIXED DEPOSITS

During the period under report, the Company accepted Deposits amounting to Rs.6.15 lacs and refunded Deposits amounting Rs.1.70 lacs. The total deposits outstanding at the end of the year amounts to Rs.67.09 lacs.

DIRECTORS

Mr. Arvind Nopany retires by rotation and being eligible, offers himself for re-appointment.

During the year under Report, Mrs. Smita Patel resigned as Director. The Board would like to place on record the valuable services rendered by her during her tenure.

Mr. Abhishek Patel was appointed as whole-Time Director on 1st November, 2012 to hold that office for a period of three years.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

A That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

B. That the Directors have selected such Accounting policies and applied them Consistently and made judgment 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, 2013 and of Profit and Loss account for the year ended March 31, 2013.

C. That 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Directors have prepared the Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under Report, no employee has drawn remuneration in excess of the limits laid down under Section 217 (2A) of the Companies Act, 1956.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information required to be disclosed is set out in Annexure.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment. The Company has obtained the requisite certificate required under section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section.

APPRECIATIONS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.

Place : Mumbai By Order of the Board

Date :30th May, 2013 Harshad B. Patel

Chairman


Mar 31, 2012

FINANCIAL RESULTS

Rs. in Lacs

2011-12 2010-11

Total Income 3867.94 3166.73

Earning before Interest & Depreciation 363.16 375.36

Interest 159.38 157.98

Depreciation 98.27 105.22

Profit before Tax 105.51 112.16

Provision for Tax - -

Profit after Tax 105.51 112.16

OPERATING RESULTS

During the year the Gross sales of the Company were Rs.3867.94 Lacs as compared to Rs.3166.73 Lacs achieved in the previous year, registering an increase of 22% over previous year. The Net Profit at Rs. 105.51 Lacs is slightly lower than Rs.112.16 Lacs earned in the previous year. The profits did not keep pace with the turnover mainly on account of competitive environments where the Company had to operate under thin margins.

EXPANSION PLAN

Your Company will be undertaking an expansion programme costing around Rs.400 lacs. Canara Bank has agreed to provide financial assistance to the extent of Rs.300 lacs for the project. Your Company has imported four Warp Rachel Knitting machines costing around Rs.250 lacs. The erection will be completed during the current year. These machines will increase the capacity of Raschel Division.

CURRENTYEAR

Sales for the first two months of the current year amounted to Rs. 576.56 Lacs as compared to Rs.674.88 Lacs achieved in the same period in the previous year.

DIVIDEND

With intention to conserve resources, the Directors have decided not to declare dividend.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake, and various other risks.

FIXED DEPOSITS

During the period under report, the Company Renewed Fixed Deposits amounting to Rs.31.02 and refunded Deposits worth Rs.2.07 lacs. The total deposits outstanding at the end of the year amounts to Rs.62.46 lacs.

DIRECTORS

Mr. Pranav Patel retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

A That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

B. That the Directors have selected such Accounting policies and applied them Consistently and made judgment 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, 2012 and of Profit and Loss account for the year ended March 31, 2012.

C. That 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Directors have prepared the Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under Report, no employee has drawn remuneration in excess of the limits laid down under Section 217 (2A) of the Companies Act, 1956.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information required to be disclosed is set out in Annexure.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment.The Company has obtained the requisite certificate required under section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section.

APPRECIATIONS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.

Place : Mumbai By Order of the Board

Date : 29th May, 2012 Harshad B. Patel

Chairman


Mar 31, 2011

Dear Members,

FINANCIAL RESULTS

Rs. in Lacs

2010-11 2009-10

Total Income 3166.73 2242.53

Earning before Interest & 375.36 264.48 Depreciation

Interest 157.98 151.52

Depreciation 105.22 141.95

Profit before Tax 112.16 (28.99)

Provision for Tax - -

Profit after Tax 112.16 (28.99)

OPERATING RESULTS

During the year the Gross Sales of the Company went up from Rs. 2242.53 Lacs to Rs.3166.73 Lacs registering an increase of 41.21% over previous year. The EBIDT at Rs.375.36 is higher by 41.92% as compared to the previous year. After providing for Rs.157.98 Lacs towards interest and Rs.105.22 Lacs towards Depreciation, the operations of the Company resulted in a profit of Rs.112.16 Lacs as compared to a loss of Rs.28.99 Lacs suffered in the previous year.

DIVIDEND

With intention to conserve resources, the Directors have decided not to declare dividend.

CURRENTYEAR

The current year has begun on an optimistic note with the turn over exceeding Rs.3.00 Crores. in April 2011. We expect to achieve sales in excess of Rs. 40 Crores in the current year, which will be more than 20% growth over previous year.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake, and various other risks.

FIXED DEPOSITS

During the period under report, the Company accepted Deposit worth 0.70 lacs and renewed Fixed Deposits amounting to Rs. 12.14 lacs. The total deposits outstanding at the end of the year amounts to Rs. 64.77 lacs.

DIRECTORS

Mr. Arvind Nopany retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

A That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

B. That the Directors have selected such Accounting policies and applied them Consistently and made judgment 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, 2011 and of Profit and Loss account for the year ended March 31, 2011.

C. That 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Directors have prepared the Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under Report, no employee has drawn remuneration in excess of the limits laid down under Section 217 (2A) of the Companies Act, 1956.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information required to be disclosed is set out in Annexure.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment.

The Company has obtained the requisite certificate required under section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section.

APPRECIATIONS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.

By Order of the Board

Harshad B. Patel Chairman

Place : Mumbai Date : 5th May, 2011


Mar 31, 2010

FINANCIAL RESULTS:

Rs. in Lacs

2009-10 2008-09

Total Income 2242.53 2123.31

Earning before Interest & Depreciation 264.48 265.59

Interest 151.52 160.71

Depreciation 141.95 142.36

Profit before Tax (28.99) (37.48)

Provision for Tax - 1.37

Profit after Tax (28.99) (38.85)



OPERATING RESULTS

During the year the turnover of the Company went up from 2123.31 Lacs to Rs. 2242.53 Lacs, showing an increase of 5.6% over previous year. However, the EBIDT is lower than that in the previous year mainly on account of higher material consumption cost. After providing for Rs. 151.52 Lacs towards interest and Rs. 141.95 Lacs towards Depreciation, the operations of the Company resulted in a loss of Rs. 28.99 Lacs as Compared to a Loss of Rs. 37.48 Lacs suffered in the previous year.

DIVIDEND

In view of inadequacy of profits, the Directors regret their inability to declare dividend.

CURRENT YEAR

The Sales during the period upto the date of this Report are Rs. 321 Lacs as compared to Rs. 367 Lacs in the same period in the previous year.

INSURANCE

All the properties of the Company have been adequately insured against fire, riot, earthquake, and various other risks.

FIXED DEPOSITS

During the period under report, the Company has Renewed Fixed Deposits amounting to Rs.11.84 Lacs. The total deposits outstanding at the end of the year amounts to Rs. 64.01 Lacs.

DIRECTORS

Mr. Pranav Patel retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby Report:

A That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any.

B. That the Directors have selected such Accounting policies and applied them Consistently and made judgment 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, 2010 and of Profit and Loss account for the year ended March 31, 2010.

C. That 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Directors have prepared the Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under Report, no employee has drawn remuneration in excess of the limits laid down under Section 217 (2A) of the Companies Act, 1956.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

The information required to be disclosed is set out in Annexure.

AUDITORS

M/s. Alladi Krishnan & Kumar, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment. The Company has obtained the requisite certificate required under section 224 of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with limits specified in the said section.

APPRECIATIONS

The Directors place on record their appreciation of the efficient and loyal services rendered by the Staff and workmen as also help and guidance received from Canara Bank.



Place : Mumbai By Order of the Board

Date : 29.05.2010 Harshad B. Patel

Chairman