Directors Report of Sampada Chemicals Ltd.

Mar 31, 2011

The Directors have pleasure in presenting the 28th Annual Report of the company along with the Audited Statements of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS : Rs./Lakhs

Particulars 2010-2011 2009-2010

Operating Profit for the Year 139.8 571.65

Less: Interest 121.30 566.20

Profit / (Loss) before Depreciation & Tax 18.5 5.45

Less : Depreciation & Amortisation 0.01 0.02

Profit / (Loss) before Tax 22.53 5.43

Provision for Taxation 4.02 -

Profit / (Loss) after Tax 18.51 5.43

Add : Balance brought forward from previous year 457.39 451.96

Balance carried forward to Balance Sheet 475.90 457.39

DIVIDEND :

In order to conserve the recourses and to improve the financial position of the company your Directors have decided not to recommend any dividend for the current year.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act, 1956 it is hereby confirmed that:

I. In the preparation of the Final Accounts for the year ended 31-March-2011, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year under review and of the profit or loss of the company for the year.

III. The Directors have taken proper and sufficient care for the maintenance of the 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.

IV. The Directors have prepared the Accounts for the year ended 31-March-2011 on a 'going concern' basis.

STATUTORY AUDITORS :

The Statutory Auditors of the company M/s. S. G. Kabra & Co. Chartered Accountants , Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office , if reappointed. The Audit Committee and the Board Of Directors recommend their appointment as statutory auditors of the company for the financial year 2011-2012.

OBSERVATION IN AUDITORS' REPORT :

The observations of the Auditors in their Report at Item No. 3 (d) read with the relevant Notes to Accounts in Schedule No.15., Item No. A (2) are self explanatory.

ACKNOWLEDGEMENTS :

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, and the associates.

By Order of the Board

Place : Mumbai Vipul Bhatt

Date : 16/08/2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the company along with the Audited Statements of Accounts for the year ended 31-March-2010.

FINANCIAL RESULTS

Rs.In Lakhs

Particulars 2009-2010 2008-09

Operating Profit for the year 571.65 1035.71

Less: Interest 566.20 1015.89

Profit / (Loss) before

Depreciation & Tax 5.45 19.82

Less : Depreciation /

Amortisation 0.02 0.02

Profit / (Loss) before Tax 5.43 19.80

Provision for Taxation - 0.62

Profit / (Loss) After Tax 5.43 19.18

Add : Balance brought

forward from previous year 451.96 432.78

Balance carried forward to Balance Sheet 457.39 451.96

DIVIDEND

In order to conserve the resources and to improve the financial position of the company your Directors have decided not to recommend any dividend for the current year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed that:

I. in the preparation of the Final Accounts for the year ended 31-March-2010, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year under review and of the profit or loss of the company for the year.

III. 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.

IV. The Directors have prepared the Accounts for the year ended 31-March-2010 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A. ECONOMIC OVERVIEW

Economies across the globe are showing signs of recovery post the financial crises. Advanced econo- mies are recovering at a subdued pace. Amongst emerging economies, India and China are leading the growth campaign it will help Indian economic re- turn back to the GDP growth range of 8.5-9.0% in year 2010-11.

B. INDUSTRY STRUCTURE AND DEVELOPMENT:

Your Company being a Non - banking Finance Com- pany (NBFC) is engaged in the business of finance and investments.

C. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :

The Company has effective systems of internal control:

a. Effective system of accounting and administrative control.

b. Existence of Audit Committee of Directors and system of internal audit by an outside independent firm.

c. Performance review system by the management with preset objective.

D. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE :

The net profit of the Company for the current year is Rs.5.43 lakhs as compared to a net Profit of Rs. 19.18 lakhs in the previous year. The total income of the Company was Rs.42.64 Crs. against income of Rs. 20.61 Crs. In the Previous year.

E. SEGMENTWISE PERFORMANCE :

The Company has one segment only however separate segementwise reporting is not applicable.

F. CAUTION STATEMENT:

Statements in the Management Discussion and Analysis are in the nature of judgments and forward looking statements. Actual results could differ materially or otherwise.

G. CORPORATE GOVERNANCE :

The Report on Corporate Governance along with the Compliance Certificate from the practicing Company Secretary and the Auditors Certificate for compliance with the listing requirements as to

corporate governance are attached as Annexures and form part of the Directors Report.

H. FIXED DEPOSITS:

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

I. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO:

As the company is an NBFC and not engaged in any manufacturing activity, the Rules for Conservation Of Energy, Technology Absorption And Foreign Earn- ings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 are not applicable.

DIRECTORS :

Mr. Adarsh Somani, Director, retires by rotation and is eligible for reappointment.

Mr. Gopaldas Mantri , Director, retires by rotation and is eligible for reappointment.

Mr. Vipul V. Bhatt, Mr. Bijay V. Bhatt & Mr. Horam Singh who were appointed as additional directors on 13- August-2010, hold office upto the forthcoming annual general meeting and being eligible offer themselves for reappointment as directors liable to retire by rotation. The company has received notices under section 257 of the Companies Act, 1956, from the members in respect of their candidature to the post

of Director in the company. A brief profile of each of the directors to be appointed is given in the Governance Report.

STATUTORY AUDITORS :

The Statutory Auditors of the company M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2010-2011.

OBSERVATIONS IN AUDITORSREPORT :

The observations of the Auditors in their Report at Item No. 3(D) read with the relevant Notes to Accounts in Schedule No. 15, Item No. B(6) are self explanatory.

ACKNOWLEDGEMENTS:

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behalf of the Board

Place : Mumbai Adarsh Somani

Date : 20th Aug, 2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting the 26th Annual Report of the company along with the Audited Statements of Accounts for the year ended 31-March-2009.

FINANCIAL RESULTS

Rs. /Lakhs

Particulars 2008-09 2007-08

Operating Profit for the year 1035.71 346.96

Less: Interest 1015.89 336.88

Profit / (Loss) before Depreciation & Tax 19.82 10.08

Less: Depreciation / Amortisation 0.02 0.02

Profit / (Loss) before Tax 19.80 10.06

Provision for Taxation 0.62 -

Profit / (Loss) After Tax 19.18 10.06

Add : Balance brought forward from previous year 432.78 422.72

Balance carried forward to Balance Sheet 451.96 432.78

DIVIDEND

In order to conserve the resources and to improve the financial position of the company your Directors have decided not to recommend any dividend for the current year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed that:

I. in the preparation of the Final Accounts for the year ended 31-March-2009, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year under review and of the profit or loss of the company for the year.

III. 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.

IV. The Directors have prepared the Accounts for the year ended 3 1-March-2009 on a going concern basis.



MANAGEMENT DISCUSSION & ANALYSIS REPORT

Overview

Your Company being a Non-banking Finance Company (NBFC) is engaged in the business of finance and investment, where there is severe competition from banks i.e. nationalized and established banks, corporate banks and cooperative banks. The Companys cost of funds is comparatively high and there are mismatch of risks & returns. Given the uncertainties all around, the Company has focused on reduction in risks of lending / investment and to exit / liquidate risk prone sectors / assets. It is the significant endeavor of the management to maximize the yield from existing investments and not go for fresh investments.

Financial Performance and review

The net profit of the Company for the current year is Rs.19.18 lakhs as compared to a net Profit of Rs. 10.06 lakhs in the previous year. The total income of the Company was Rs.20.61 Crs. against income of Rs. 53.72 Crs. In the Previous year.

Caution

Statements in the Management Discussion and Analysis are in the nature of judgments and forward looking statements. Actual results could differ materially or otherwise.

CORPORATE GOVERNANCE

The Report on. Corporate Governance along with the Compliance Certificate from the practicing Company Secretary and the -Auditors Certificate for compliance with the listing requirements as to corporate governance are attached as Annexures and form part of the Directors Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

As the company is an NBFC and not engaged in any manufacturing activity, the Rules for Conservation Of Energy, Technology Absorption And Foreign Earnings & Outgo pursuant to Section 217(l)(e) of the Companies Act, 1956 are not applicable.

PARTICULARS OF EMPLOYEES

There is no employee qualifying under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Suhrid Somani, Director, retires by rotation and is eligible for reappointment.

Mr. Varun Somani, Director, retires by rotation and is eligible for reappointment.

Mr. Gopaldas Mantri who was appointed as additional director on 31 -Jan-2009, hold office upto the forthcoming annual general meeting and being eligible offer himself for reappointment as directors liable to retire by rotation. The company has received notices Under section 257 of the Companies Act, 1956, from the members in respect of their candidature to the post of Director in the company. A brief profile of Mr. Gopaldas Mantri is given in the Governance Report.

The Board of Directors commend their appointment as Directors of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2009-10.

OBSERVATIONS IN AUDITORS REPORT

The observations of the Auditors in their Report at Item No. 3(D) read with the relevant Notes to Accounts in Schedule No. 14, Item No. B(2) are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behalf of the Board

Place: Mumbai Suhrid Somani Adarsh Somani

Date: 30th June, 2009 Director Chairman

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Mar 31, 2002

The Directors are pleased to submit their Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2002.

1. FINANCIAL RESULTS :

The Company has incurred a loss of Rs.2,3 7,95,129/- as against a loss of Rs.9,35,31,300/- in the previous year.

The Company has not accepted any deposits from public during the year.

2. DIRECTORS:

in accordance with the provisions of the Companies Act, 1956 and as required by the Companys Articles of Associations, one of your Directors Shri Rajendra Somani retires by rotation and being eligible, offers himself for re-election.

3. AUDITORS :

M/s Khandelwal Jain & Co., Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and is eligible for reappointment.

4. QUALIFICATION IN AUDITORS REPORT :

The explanations for the qualification in Auditors Report have been provided in the Notes of Accounts {Schedule - 17 (Bl)}.

5. DISCLOSURES:

The particulars of employees required to be given under the provisions of section 217(2A) of the Companies Act, 1956, does not apply to the company.

6. DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed.

(i) that in the preparation of the accounts for the financial year ended 31st March, 2002 the applicable accounting standards have been followed.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the company for the year under review.

(iii) 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 to safeguard the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2002 on a going concern basis.

7. CONSOLIDATED FINANCIAL STATEMENT :

In accordance with Accounting Standard - 21 issued by ICAI, Consolidated Financial statement form part of this report and accounts.

8. PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with provisions of Clause (e) of Sub-section (i) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 are not given as the Company is not engaged in any manufacturing activity. There are no foreign exchange earning or outgo during the year under review.

For and on behalf of the Board of Directors

Susheel G. Somani Suhrid Somani Director Director

Registered Office :

Parijat House, 2nd Floor 1076 Dr E Moses Road Worli, Mumbai 400018

Place : Mumbai Dated : September 4th, 2002