Directors Report of Saboo Sodium Chloro Ltd.

Mar 31, 2015

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

FINANCIAL RESULTS

The financial results of the Company for the period under review as compared to the previous year are summarized below:

Particulars Financial year ended 31 March, Financial year ended 31 March, 2015 2014

Total Income 19,64,37,797 18,64,31,454

Profit before depreciation and 3,27,20,777 3,71,26,358 taxation

Depreciation 2,90,25,685 3,42,25,931

Profit before tax

Taxation (including Deferred (11,17,5890) 50,30,129

Taxation and Short/Excess Provision for Earlier year)

Profit /loss after Tax 4,89,49,50 (21,29,702)

TURNOVER, PROFITS & FUTURE PROSPECTS

The total income during the year under review is Rs. 19, 64, 37,797/- as against Rs. 18, 64, 31,454/- in the previous year. The company gain profit of Rs. 4, 89, 49, 50/- as against the loss of Rs. (21, 29,702)/- in the previous year.

DIVIDEND

Based on Company performance, the Directors are unable to recommend dividend due to inadequate profits.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.

CHANGES IN NATURE OF BUSINESS: There is no change in nature of business.

ECONOMIC SCENARIO AND OUTLOOK

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent latest forecast. India is expected to grow at 6.3 per cent in 2015, and 6.5 per cent in 2016 by when it is likely to cross China's projected growth rate, the IMF said in the latest update of its World Economic Outlook.

The government, engineering an economic rebound with a slew of reforms, has unveiled a new statistical method to calculate the national income with a broader framework that turned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per cent.

The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India will register a growth of 6.4 percent in 2015, due to renewed confidence in the market brought about by a series of economic reforms pursued by the government.

STATE OF COMPANY'S AFFAIRS

The Company is engaged in the manufacturing of Salt and is one of the top most leading manufacturers in Rajasthan. The Company operates in only single segment unit. During the year, the Company recorded a tumover of Rs.1792.91 lakhs. (Prev. year Rs.1674.22 lakhs) registering a growth of 7.08% over the previous year and earned a cash profit of Rs.339.20 lakhs. Profit after Tax (PAT) for the year was Rs. 48.95 (in lacs) with a growth of 329.84 % in comparison to the previous year's loss i.e. Rs. 21.29(in lacs).

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

HUMAN RESOURCES

The well disciplined workforce which has served the company for three decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

AUDITORS

1. STATUTORY AUDITOR

M/s N. Kataria & Associates (ICAI Firm Registration Number: 014941C), Chartered Accountants, Jaipur, has been appointed as Statutory Auditors of the company at the Last Annual General Meeting held on 30.09.2014 for the period of three years subject to rectification by members at every consequent Annual General Meeting. Therefore, rectification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuring AGM.

2. SECRETARIAL AUDITORS

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 M/s Naredi Vinod & Associates (CP No 7994, FCS 20453), Company Secretaries to undertake the Secretarial audit of the company for the Financial year 2014-15. The Secretarial Audit Report is annexed herewith as 'annexure1'.

3. INTERNAL AUDITOR

Ms. Chandni Jain, Chartered Accountant (Category Individual) Having Membership Number 421132 performs the duties of Internal Auditors of the company and their report is reviewed by the audit committee from time to time.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointment/Re-Appointment of Directors

Mr. Sanjay Sarna is appointed as Additional Director of the Company w.e.f 23.12.2014.

(b) Directors:

In terms of the Articles of Association of the Company, Mr. Sanjay Sarna retires at the ensuing Annual General Meeting, being eligible, offered himself for re-appointment. Your Directors recommend the above re-appointment.

(b) Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, and Article No. 89 of Articles of Association of the Company, Mrs. Archana Saboo retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

(c) Resignation of Directors

Mr. Pradeep Saxena is resigned from the post of director w.e.f. 08.04.2015.)

(d) Key Managerial Personnel

- During the year, Ms. Kalpana Jhalani, Company Secretary, be and is hereby appointed as the Compliance Officer of the Company as per Clause 47 (a) of Equity Listing Agreement entered with Stock Exchanges and as per provisions of the section 203(ii) of the Companies Act, 2013 w.e.f. 18th December,2014 in place of Mr. Kapil Kumar Kumawat. Ms. Kalpana Jhalani is an Associate member of the Institute of Companies Secretaries of India.

- Pursuant to section 203(iii) of the Companies Act, 2013, Mr. Vishnu Prakash Gagrani, was appointed as Chief Financial Officer of the company w.e.f. February 26, 2015. Mr.Vishnu Prakash Gagrani is a Commerce Graduate having with 15 years experience in finance and accounts.

DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNAL

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. REMUNERATION OF MANAGING DIRECTOR

Following are the details of the annual salary (payable monthly) proposed to be paid to Mr. Girdhar Gopal Saboo Managing Director: - Consolidated Salary including Perquisites and allowances, etc- 3000000/- (Rupees Thirty Lakhs only).

Basic Salary: 1, 60,000(Monthly)

Allowance: 90,000(Monthly)

He shall be entitled to receive the following:-

(a) Gratuity as per the rules of the Company, but not exceeding half a month's salary for each completed year of service.

(b) Encashment of leave at the end of tenure.

(c) Provision of car for use on Company Business.

(d) Free landline telephone facility at residence along with free mobile telephone facility. Long distance personal calls to be recovered by the Company.

(e) She shall also be entitled to reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company.

2. REMUNERATION OF WHOLE TIME DIRECTOR

Following are the details of the annual salary (payable monthly) proposed to be paid to Mrs. Archana Saboo Whole Time Director: - Consolidated Salary including Perquisites and allowances, etc- 300000/- (Rupees Three Lakhs only). Basic Salary: 16,000(Monthly) Allowance: 9,000(Monthly)

She shall be entitled to receive the following:-

(a) Gratuity as per the rules of the Company, but not exceeding half a month's salary for each completed year of Service.

(b) Encashment of leave at the end of tenure.

(c) Provision of car for use on Company Business.

(d) Free landline telephone facility at residence along with free mobile telephone facility. Long distance personal calls to be recovered by the Company.

(e) She shall also be entitled to reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The company's policy on Director's appointment and remuneration and other details provided in section 178(3) of the Act has been disclosed In Corporate Governance Report, which forms part of Directors Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013

It is stated that pursuant to the Provisions of Companies Act, 2013 the Declaration given by the Independent Directors meets the Criteria of Independence as mentioned in the schedule IV of Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed at Jaipur, Ahemdabad, Delhi, Calcutta and Mumbai Stock Exchange. The Company confirms that it has paid the Annual Listing fees for the year 2015-16 to NSE and BSE where the Company's are listed.

PARTICULARS OF EMPLOYEES

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

FIXED DEPOSITS

During the year under review, your Company has not invited any fixed deposit from the public in the terms of the provision of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock exchange is set out as 'Annexure B' to the Director's Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with all the mandatory requirements of the Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the financial Statements have been selected and applied consistently and judgment and estimates have been made that arpe reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with provisions of all applicable laws were in place and were adequate and operating effectively;

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual Return in form MGT-9 is annexed herewith as annexure C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

CODE OF CONDUCT

As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile Companies Act, 1956 (to the extent of notified sections) and the provisions of 149(8) requires that the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board in the Meeting held on May 18, 2015.

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the Period 2014-15. A separate declaration to this effect is made out in the Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

ACKNOWLEDGMENT

Your Directors would like to expose their grateful appreciation for the co-operation received from its Bankers, Government Authorities, Customers, Vendors, Business Associates and Shareholders during the year under review. Your Directors also wish to place in record their deep sense of appreciation for the committed services of the executive, staff and workers of the Company.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

CONCLUSION

Your Company's Board and employees are inspired by their vision of sustaining of the Company as a dynamic and valuable Company through world class performance, creating enduring value for all stakeholders, including the shareholders and the Indian Society. The Company is continuously engaged in upgrading strategic capability to effectively address the challenge of growth in an increasingly competitive market. The vision of enlarging your Company's contribution to the Indian economy is manifest in the creation of unique business models that foster international competitiveness. Propelled by this vision and powered by the internal vitality, your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

Date: 29th May, 2015 Sd/- Sd/-

Place: Jaipur SANJAY SARNA GIRDHAR GOPAL SABOO

(Director) (Managing Director)

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Mar 31, 2014

Dear members,

The Directors are pleased to present the 21th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results of the Company for the period under review as compared to the previous year are summarized below:

Particulars Financial year ended Financial year ended 31st March, 2014 31st March, 2013

Total Income 18,64,31,454 165,605,372

Profit before depreciation 3,71,26,358 31,369,111 and taxation

Depreciation 3,42,25,931 26,613,158

Profit before tax 29,00,427 4,755,953

Taxation (including Deferred 50,30,129 3,700,920 Taxation and Short/Excess Provision for Earlier year)

Profit/lossafterTax (21,29,702) 1,055,033

TURNOVER, PROFITS & FUTURE PROSPECTS

The total income during the year under review is Rs. 18,64,31,454/- as against Rs. 16,56,05,372/- in the previous year. The company suffered loss of Rs. 21,29,702/- as against the profit of Rs.10,55,033 in the previous year.

DIVIDEND

In view of the financial position of the Company and to conserve the profits for future expansion, your Directors do not recommend payment of any dividend for the year ended 31st March, 2014.

BOARD OF DIRECTORS

Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, and Article No. 89 of Articles of Association of the Company, Mr. Pradeep Saxena retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Appointment/Re-Appointment of Directors

Mr. Girdhar Gopal Saboo is re-appointed as managing director of the company w.e.f. 30/09/2014.

Mrs. Archana Saboo is appointed as Whole Time Director of the Company w.e.f 30.09.2014.

In view of this the Board recommends their appointment as regular Whole Time Executive Director of the company.

The details are furnished in Explanatory Statement annexed to the Notice calling AGM.

Resignation of Directors

No director has resigned from the his post during the financial year 2013-2014.

AUDITORS

M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received the necessary certificate from them pursuant to Applicable Section of the Companies Act, 2013, regarding their eligibility for re-appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The qualifications/observations of the Auditors are explained wherever necessary in appropriate notes to Accounts.

APPOINTMENT OF COMPLIANCE OFFICER

Mr. Kapil kumar Kumawat, Company Secretary, be and is hereby appointed as the Compliance Officer of the Company as per Clause 47 (a) of Equity Listing Agreement entered with Stock Exchanges with effect from 4th February,2014in place of Ms. Anagha Bangur .

CONVERTIBLE INSTRUMENTS

The company has issued 40 Lac convertible warrants @ Rs.ll each( at a premium of Rs. 1 each) amounting Rs.4.4 Crores which has been converted into Equity Share Capital of the company by passing a resolution in the Board Meeting.

LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed at Jaipur, Ahemdabad, Delhi, Calcutta and Mumbai Stock Exchange.

PARTICULARS OF EMPLOYEES

There are no Employees in the Company whose particulars are required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with rules there under.

FIXED DEPOSITS

During the year under review, your Company has not invited any fixed deposit from the public in the terms of the provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance.of Deposits) Rules, 1975.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars regarding foreign exchange earning and expenditure, conservation of energy, research and development and technological absorption are set out in the ''Annexure A'' to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock exchange is set out as Annexure B to the Director''s Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with all the mandatory requirements of the Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement of the Section 217(2AA) of the Companies Act, 1956, Directors confirm that.

I) In the preparation of the annual accounts for the year 2013-2014, the applicable Accounting Standards have been followed and along with proper explanation relating to material departure.

II) They have selected such accounting policies & applied them consistently & made judgments & estimates.

that are reasonable & prudent, so as to give a true & fair view of the state of affairs of the Company at the end of the financial year & of the profits of the Company for the year.

III) They have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities; and

IV) They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to expose their grateful appreciation for the co-operation received from its Bankers, Government Authorities, Customers, Vendors, Business Associates and Shareholders during the year under review. Your Directors also wish to place in record their deep sense of appreciation for the committed services of the executive, staff and workers of the Company.

CONCLUSION

Your Company''s Board and employees are inspired by their vision of sustaining of the Company as a dynamic and valuable Company through world class performance, creating enduring value for all stakeholders, including the shareholders and the Indian Society. The Company is continuously engaged in upgrading strategic capability to effectively address the challenge of growth in an increasingly competitive market. The vision of enlarging your Company''s contribution to the Indian economy is manifest in the creation of unique business models that foster international competitiveness. Propelled by this vision and powered by the internal vitality, your Directors look forward to the future with confidence.



For and on behalf of the Board of Director

Date : 30th June, 2014 Sd/- Sd/- Place: Jaipur PRADEEP SAXENA GIRDHAR GOPAL SABOO (Director) (Managing Director)

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Mar 31, 2013

To, The Members of Saboo Sodium Chloro Limited,

The Directors are pleased to present the 20th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the Company for the period under review as compared to the previous year are summarized below:

Particulars Financial year ended 31st March, Financial year ended 31st March, 2013 2012

Total Income 165,605,372 136,913,138

Profit before depreciation and 31,369,111 22,234,939 taxation____

Depreciation 26,613,158 18,375,751

Profit before tax 4,755,953 3,859,188

Taxation (including Deferred 3,700,920 565,513

Taxation and Short/ Excess Provision for Earlier year)

Profit after Tax 1,055,033 3,293,675

TURNOVER. PROFITS & FUTURE PROSPECTS

The total income during the year under review is Rs. 165,605,372/- as against Rs. 136,913,138/- in the previous year. The profit after tax is Rs. 1,055,033/- as against Rs. 3,293,675/- in the previous year.

DIVIDEND

In view of the financial position of the Company and to conserve the profits for future expansion, your Directors do not recommend payment of any dividend for the year ended 31st March, 2013.

BOARD OF DIRECTORS

Retire by Rotation

In accordance with the provisions of the Companies Act, 1956, and Article No. 89 of Articles of Association of the Company, Mr. Bikash Kumar Lakhotia retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Appointment of Directors

Shri Neeraj Kumar Agarwal was appointed as Additional Director of the Company w.e.f 23.01.2013.The Board received a notice u/s 257 of the Companies Act,1956 from a member proposing the candidature of Shri Neeraj Kumar Agarwal as a Director.

In view of this the Board recommends his appointment as regular Non-Executive Independent Director of the company liable to retire by rotation.

The details are furnished in Explanatory Statement annexed to the Notice calling AGM.

Resignation of Directors

During the financial year 2012-2013, Shri Mahendra Kumar ceased to be Director of the Company w.e.f. 23.01.2013 by tendering his resignation to the Board of Directors of the Company.

AUDITORS

M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received the necessary certificate from them pursuant to Section 224(1B) of the Companies Act, 1956, regarding their eligibility for re-appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The qualifications / observations of the Auditors are explained wherever necessary in appropriate notes to Accounts.

APPOINTMENT OF COMPLIANCE OFFICER

Ms. Anagha Bangur, Company Secretary, be and is hereby appointed as the Compliance Officer of the Company as per Clause 47 (a) of Equity Listing Agreement entered with Stock Exchanges with effect from 12th December,2012 in place of Shri V.P Gagrani.

CONVERTIBLE INSTRUMENTS

The company has issued 2.25 lacs warrants @ Rs.10 each amounting Rs.22.50 Lacs which is being convertible into Equity Share Capital of the company by passing a resolution in the Board Meeting held on 18.6.2012.

COST AUDIT COMPLAINCE

Pursuant to Section 233Bofthe Companies Act, 1956, the Central Government has prescribed cost audit of the Company''s salt division.

Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors had appointed, SKR & Associates as cost auditors of the Company for FY2013. The cost audit report would be filed with the Central Government as per timeline.

SECRETARIAL AUDITREPORT

A secretarial audit for FY2013 was carried out by Shri Vinod Kumar Naredi, practicing Company Secretary. The secretarial audit report forms part of this annual report.

The said secretarial audit report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Equity and Debt Listing Agreements with the Stock Exchanges, Debenture Trust Deed, Securities Contracts (Regulation) Act, 1956 and all the regulations of Securities and Exchange Board India (SEBI) as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011 (erstwhile Regulation of 1997) and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

PARTICULARS OF EMPLOYEES

There are no Employees in the Company whose particulars are required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with rules there under.

FIXED DEPOSITS

During the year under review, your Company has not invited any fixed deposit from the public in the terms of the provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance. of Deposits) Rules, 1975.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock exchange is set out as Annexure B to the Director''s Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with all the mandatory requirements of the Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

I) in the preparation of the annual accounts for the year 2012-2013, the applicable Accounting Standards have been followed and along with proper explanation relating to material departure;

II) They have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent, so as to give a true & fair view of the state of affairs of the Company at the end of the financial year & of the profits of the Company for the year;

III) They have taken proper & 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 & for preventing & detecting fraud & other irregularities; and

IV) They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to expose their grateful appreciation for the co-operation received from its Bankers, Government Authorities, Customers, Vendors, Business Associates and Shareholders during the year under review. Your Directors also wish to place in record their deep sense of appreciation for the committed services of the executive, staff and workers of the Company.

CONCLUSION

Your Company''s Board and employees are inspired by their vision of sustaining of the Company as a dynamic and valuable Company through world class performance, creating enduring value for all stakeholders, including the shareholders and the Indian Society. The Company is continuously engaged in upgrading strategic capability to effectively address the challenge of growth in an increasingly competitive market. The vision of enlarging your Company''s contribution to the Indian economy is manifest in the creation of unique business models that foster international competitiveness. Propelled by this vision and powered by the internal vitality, your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

Date:2th September, 2013 Sd/- Sd/-

Piace: JAIPUR PRADEEP SAXENA GIRDHAR GOPAL SABOO (Director) (Director)

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Mar 31, 2010

The Directors are pleased to present the 17th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL PERFORMANCE

The financial results of the Company for the period under review as compared to the previous year are summarized below:

(Rs. in lacs)

Particulars Financial Year Financial Year

2009-10 2008-09

Total Income 99,834,782 121,701,927

Profit before Depreciation & Taxation 68,70,074 1,52,40,048

Depreciation 53,59,623 60,66,120

Profit before tax 15,10,451 91,73,928

Taxation (including FBT & Deferred Taxation) 79,21,694 11,07,769

Profit / (Loss) after Tax (64,11,243) 80,66,159

2. TURNOVER. PROFITS & FUTURE PROSPECTS

The total income during the year under review was Rs. 99,834,782/- as against Rs 121,701,927/ - in the previous year. The Financial performance of the Company has slumped in the financial year 2009-10 as compared to the financial year 2008-09, because of the overall economic turndown.

3. DIVIDEND

In view of the losses incurred by the Company during the current financial year, your Directors do not recommend payment of any dividend for the year ended on 31st March, 2010.

4. BOARD OF DIRECTORS

Retire by Rotation

In accordance with the provisions of the Companies Act, 1956 and Article No. 89 of the Articles of Association, Shri Bikash Kumar Lakhotia retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Additional Director

Shri Mahendra Kumar was appointment as an Additional Director w.e.f 31st October, 2009. The Board received a notice u/s 257 of the Companies Act, 1956 from a member proposing the candidature of Shri Mahendra Kumar as a Director.

In view of this the Board recommends his appointment as a regular Non-Executive Independent Director of the Company liable to retire by rotation.

The Details are furnished in Explanatory Statement annexed to the Notice calling AGM.

Resignation of Director

During the financial year 2009-10 Shri Raghuvir Singh Rathore ceased to be Director of the Company w.e.f 31st October, 2009 by tendering his resignation to the Board of Directors of the Company.

5. AUDITORS

M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received the necessary certificate from them pursuant to section 224 (1B) of the Companies Act 1956, regarding their eligibility for re-anpointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The qualifications / observations of the Auditors are explained wherever necessary in appropriate notes to Accounts.

6. LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed at JSE, ASE, DSE, CSE and BSE.

7. PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with ruJes there under.

8. FIXED DEPOSITS

During the year under review, your Company has not invited any fixed deposit from the public in the terms of the provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars regarding foreign exchange earning and expenditure, conservation of energy, research and development and technological absorption are set out in the Annexure A to this report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock exchange, forms part of the Annual Report of the Company.

11. CORPORATE GOVERNANCE REPORT

The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company.

12. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed, along with proper explanation relating to material departures.

2. the Directors had selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so to as give a true & fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2010 and of the Profits of the Company for the year.

3. the Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities.

4. the Directors had prepared the annual accounts on a going concern basis.

13. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operations received from its Bankers, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

14. CONCLUSION

Your Companys Board and employees are inspired by their vision of sustaining the position of the Company as a dynamic and valuable Company through world class performance, creating enduring value for all stakeholders, including the shareholders and the Indian Society. The Company is continuously engaged in upgrading strategic capability to effectively address the challenge of growth in an increasingly competitive market. The vision of enlarging your Companys contribution to the Indian economy is manifest in the creation of unique business models that foster international competitiveness. Propelled by this vision and powered by the internal vitality, your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

Place: JAIPUR Sd/- Sd/-

PRADEEP SAXENA GIRDHAR SABO

Date: 31.07.2010 Director Managing Director