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Directors Report of Seya Industries Ltd.

Mar 31, 2015

Dear MeMberes,

We are delighted to present the 25th Annual Report and the Audited Financial statements for the financial Year Ended March 31, 2015 line and Top-line of the Company and shall make it achieve leading and dominant position globally for all its products.

Credit Rating

Credit Rating agencies have upgraded the ratings to BBB (triple B) ratings for the long term loan facilities availed by the company and A3 short-term facilities enjoyed by the Company.

Rs in LaKhs

Financial Results Change (%) Year Ended 31-Mar-15

Net Revenue 88.57 24,761.11

Income from non-operational activities (54.25) 70.30

Other Expenses 83.24 21,414.53

Profit / (Loss) before Interest, Depreciation, Tax & Amortization 113.86 3,416.88

Depreciation and Amortization 18.86 1,054.87

Finance Cost 710.54 991.05

Profit / (Loss) Before Tax 133.18 1,370.97

Tax (73.09) 67.90

Profit / (Loss) After Tax 288.27 1,303.07

Financial Results Year Ended 31-Mar-14

Net Revenue 13,130.89

Income from non-operational activities 153.66

Other Expenses 11,686.81

Profit / (Loss) before Interest, Depreciation, Tax & Amortization 1,597.74

Depreciation and Amortization 887.52

Finance Cost 122.27

Profit / (Loss) Before Tax 587.94

Tax 252.34

Profit / (Loss) After Tax 335.60

The Company has recorded highest performance in its history. This is mainly because of contribution of Company's newly introduced products in Fine & Speciality Chemicals intermediates segment which have contributed maximum to the total revenue of the Company. The Profit before Tax (before Interest & Un- allocable expenses) from this segment stood at Rs4,009 lakhs.

Though the economic environment was highly volatile with prices of crude falling to six-year low in F.Y. 2014-15, your Company has demonstrated highest performance in its history by achieving record growth in Revenue and Profit after Tax (PAT) of 88.57% and 288.27% respectively.

The Highlights of the Company's performance is as follows

* Revenue from Operation increased by 89% (YOY) to Rs 24,761.11 Lakhs

* Earnings(Profit) Before Interest, Depreciation, Tax & Amortisation (EBIDTA) increased by 114% (YOY) to Rs 3,416.88 Lakhs

* Profit before Tax was at Rs1,370.97 Lakhs whereas Profit after Tax was at Rs1,303.07 Lakhs, up 133.18% and 288.27% respectively (YOY).

Management Discussion and Analysis

As required under Clause 49 of the listing agreement Management Discussion and Analysis report during the period under review, is attached and form part of this report.

Dividend

Considering that it was the very first full year of commercial operations for the newly introduced forward integrated products in the Fine and Speciality Chemicals segment and immediate future Expansion and Development program of the Company, your Directors do not recommend any dividend and plan to retain the profit in Business.

Capacity Expansion, New Projects & Diversification

Your Company has embarked on its mission to be self-reliant for most of its Raw materials, Reduce Cost of Energy, Diversify into Specialised High Value & High Margin products, Value addition to By-Products by reusing the same for manufacturing of high margin products and expansion in capacity of its captive use products. This phase of expansion shall phoenix up the Bottom-

Reserves & Surplus

The Reserves, at the beginning of the year were Rs4,111 Lakhs and the Reserves at the end of the year are Rs 5,414Lakhs

Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013

IT Initiatives

The Company's Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements.

Directors and Key Managerial Personnel Directors

In Accordance with the provision of the Act and the Articles of Association of the Company, Mr. Asit Kumar Bhowmik is liable to retire by rotation and being eligible offered himself for reappointment.

Due to Mr. Virendra Singh Khurana's professional Commitments abroad, he had to resign from the office of the Independent Director. The Board acknowledges and appreciates the valuable contribution made by him during his tenure as Director of the Company.

Ms. Kalpana Nasikrao Tirpude is appointed by the Board of Directors on April 23, 2015 as an additional Director (Independent).

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchange. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act, and the Rules framed there under and are independent of the management.

The brief resume and other details relating to the Director who is proposed to be appointed / re-appointed as required to be disclosed under clause 49 of the listing agreement is mentioned in the explanatory Statement annexed to the Notice of 25th Annual General Meeting.

Key Managerial Personnel (KMP)

During the year under review, the Company has designated Mr. Ashok G Rajani, Managing Director and Ms. Manisha Solanki, Company Secretary, as KMP as per the definition under Section 2 (51) and Section 203 of the Act.

Governance Guidelines

The Company has adopted governance guidelines on Board effectiveness. The governance guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors' term, retirement age and committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board committees.

Performance evaluation of Board, its committees and of Director's

The Board recognise the Importance of reviewing and improving upon its performance. For this purpose they discuss the effectiveness of the functioning of the Chairman, Executive Directors, and other Directors and to agree ways in which performance can be further improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into consideration, various aspect of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The Performance evaluation of the Chairman and Non- independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process of Board.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industries.

The Details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company under the Investor section

Policy on Directors' Appointment and Remuneration Including criteria for determining Qualifications, Positive Attributes and Independence of a director

Based on the recommendation of Nomination and Remuneration Committee (NRC) the Board has adopted the nomination and remuneration policy for Directors, KMP and other employees. NRC has formulated the criteria for determining qualifications, positive attributes and independence of an Independent Director and also criteria for evaluation of Individual Directors and the Board / Committees. The Nomination and Remuneration policy is given by way of Annexure - I to this report

Meetings of the Board

The details of the number of meetings of the Board of Directors held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

Employee Stock Option

The Company has not issued any Employee Stock Options during the period under review.

Directors' Responsibility Statement

Based on framework of the internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the Opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, based on the representations received from the Operating Management and to the best of their knowledge and ability, confirms that:

a. in the preparation of the Annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and that there are no material departures;

b. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements 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, 2015 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared annual accounts on a 'going concern basis.'

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. proper system has been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts & Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on company's website.

Promoter Group

As required by the Clause 35 of the listing Agreement entered into with Stock Exchanges, Your Company periodically discloses its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock exchanges.

Corporate Social Responsibility (CSR)

During any financial year preceding the FY 2014-15 the Company was not falling under any of the criteria which mandate the Company to comply with the Section 135 of the Companies Act, 2013 in FY 2014-15. However, the Company is required to comply with the provision from the financial year 2015-16.

Material changes and commitments, if any, affecting the financial position of the Company

No material changes and commitments affecting the financial Position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

Significant and material orders passed by the Regulators or Courts

During the year under review, no material Orders were passed by the Regulators / Courts / Tribunals, impacting the Company's going concern status and future Operations.

Auditors

Statutory Auditors

M/s. Jagiwala and Co., Chartered Accountants, Mumbai, Statutory Auditor of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment on the terms and conditions recommended by the Audit and Risk management Committee to the Board of Directors. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Jagiwala And Co. as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of 26th AGM to examine and audit the accounts of the Company for the financial year 2015-16. The Auditor's report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed M/s. Hemant Shah & Associates, Cost Accountants as the Cost Auditor for the Financial Year 2014-15. M/s. Hemant Shah & Associates, have been appointed as Cost Auditor of the Company for the Financial Year 2015-16 and approval of members is being sought for ratification of their remuneration.

Secretarial auditor

Section 204 of the Companies Act, 2013 inter alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in prescribed form.

The Board of Directors appointed Mr. Rakesh Sanghani, Practising Company Secretary as Secretarial Auditor to Conduct Secretarial Audit of the Company for the Financial Year 2014-15. Their Secretarial Audit report, is annexed to the Directors Report as Annexure - II.

Audit & Risk Management Committee

The Company has an Audit & Risk Management committee comprising Mr. Anand Taggarsi, Mr. Ashok G Rajani, and Ms. Kalpana Tirpude. Mr. Virendra Singh Khurana ceased to be the member of the Committee on January 5, 2015 due to his resignation as a Director of the Company. The Board has accepted the recommendations made by the Audit & Risk Management Committee from time to time.

Risk Management

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning, and inputs from the Materiality Assessment Report and focused discussions in Risk Management workshops.

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Com pany's risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence.

Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed. The risk assessment update is provided to the Audit & Risk Management Committee (ARMC) on periodical basis. ARMC is appointed by the Board and comprises Directors and executives from the Company and is chaired by an Independent Director. ARMC assists the Board of Directors in overseeing the Company's risk management processes and controls.

Internal Financial Control

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority limits for approving revenue as well as expenditures. Processes for formulating and reviewing annual and long term business plans have been laid down. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself on the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

The Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company has a vigil mechanism which has been adopted in the form of Whistle Blower Policy. The policy has been formulated with a view to provide a mechanism for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of your Company.

Share Registrar and Transfer Agents

The Company's Registrar & Transfer agents for shares are M/s. Universal Capital Securities Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA; however in case of difficulties, as always, they are welcome to contact the Company's' Investor Services Department, the contact

particulars of which are contained in the Report of Corporate Governance.

Consolidated Financial Statements

There being no subsidiaries and associates companies, disclosure requirement pursuant to the provisions of Clause 32 of the Listing Agreement entered into with Stock Exchanges, is not applicable.

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2015, the Company did not have any subsidiary, join venture or associate company. Since the Company doesn't have any subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013, during FY 2014-15

During the period under review, the Company has not given any loans, guarantees or Made investments under Section 186 of the Companies Act, 2013

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

Information pursuant to Section 134 (3) (m) of the Companies act, 2013, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given as Annexure III to this report

Research and Development

The Company recognizes the need to have well equipped R&D Facilities to meet customer requirements and developing cutting edge products. Detailed report on Research and Development carried out by your Companies given as an Annexure III of this report.

Human Resources Management

Your company considers human resources as the main assets of the Company. Your company continuously focus on training requirements of its employee on a continuing basis. With a view to increase the productivity, the management periodically organises various training programmes and lectures which boosts and motives the employee to give their best to the organisation.

Particulars of Employees

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 as Annexure IV to this Report.

None of the Company's Employees were covered by the disclosure requirement pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance & follow the corporate governance requirements set out by SEBI.

Pursuant to clause 49 of the listing agreement, the Report on Corporate Governance forms an integral part of this report. The requisite certificate from the Auditors of the Company certifying the compliance with the conditions of corporate Governance is attached to the Corporate Governance Report.

A declaration signed by the Managing Director in regards to the Compliance with the Code of Conduct by the Board Member and senior Management Personnel also forms part of the annual report.

Statement of Company's Affairs

The state of Company's affairs is given under the heading 'Seya at a Glance' and various other headings in this Report and in the Management Discussion and Analysis Report annexed to the Directors' Report.

Environment, Health and Safety

The Company's Management believes that environment and safety of all its stakeholders including those who associated with the projects sites and manufacturing facilities is of prime importance. We believe that it's our responsibility to protect its employees, property and environment in which it operates. As your Company deals in Chemicals, it has to make sure that the highest degree of safety measures is maintained in order to avoid any risk at the workplace.

The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption and are regularly monitored through an EHS scorecard which is reviewed at monthly business review meetings. EHS initiatives have been strengthened further due to formation of a core group for exchange of knowledge and standardising of systems and procedures. This core group also assess the Plants' Safety and Environment protection improvement activities. Periodic audits were conducted by the core group to ensure compliance with the statutory requirements.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

Green Initiatives

Electronic copies of the Annual Report and Notice of the 25th Annual General Meeting are sent to all the Members whose email addresses are registered with the Company for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Prevention of Sexual Harassment at Workplace

You company has zero tolerance towards any act which may fall under the ambit of Sexual Harassment at work place. Policy framed by the Company in this regards, provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

The following is the summary of the Complaints received and disposed-off during the financial year 2014-15:

No. of Complaints received: NIL

No. of Complaints Disposed-off: NIL

Extract of the Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in prescribed Form No. MGT-9 is given as Annexure V to this report.

General

The Notes forming part of the Accounts are self explanatory or to the extent, necessary, have been dealt with in the preceding paragraphs, of the Report.

Future Outlook

Financial year 2014-15 has been a successful year for the Company. In the very first succeeding financial year of commissioning of its forward integrated products, the performance of the Company has increased considerably. Future of Fine and Specialty chemicals segment on domestic as well as International level is very bright.

Specialty chemical industry is a knowledge driven industry. In India it has been growing rapidly at 1.2-1.3x of GDP growth rate. Domestic demand of specialty chemicals is expected to follow an accelerated growth path. This demand is mostly driven by the strong growth outlook for end use industries. This along with increased adoption of specialty chemicals and newer usages can propel the growth further.

Looking at the present scenario and future outlook of Fine and Specialty Chemicals Industry, your director sees ample of opportunities, also it has started exploiting the said opportunities which is evident from the contribution of 91% of the said segment to the total revenue of the Company.

Acknowledgement

Your Directors wish to express their gratitude and appreciation to all of the Company's employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company's performance.

It is our strong belief that caring for our Business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

With your support and encouragement your Directors are confident that this journey of our success shall continue till infinity.

For & on behalf of the Board of Directors

ASHOK G RAJANI Chairman & Managing Director

Mumbai, August 14, 2015


Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting their 24th Annual report together with the Audited statement of accounts for the Year ended 2013-14.

THE YEAR IN RETROSPECT

in Lacs

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Gross Revenue from operation 13,779.42 5,947.70

Excise Duty 633.26 507.55

net Revenue 13,146.16 5,440.15

Income from non-operational activities 131.06 29.88

Employee Benefits Expenses 139.10 118.94

Other Expenses 111,679.48 4,878.68

Finance Cost 122.27 5.58

Depreciation and Amortization 887.52 354.09

Profit / (Loss) Before Tax 587.94 224.54

Tax 252.34 42.82

Profit / (Loss) After Tax 335.60 181.72

Balance Transferred to Balance Sheet 335.60 181.72

Earning per Share (Rs.) 3.05 1.65

financial performance

Your Company is primarily engaged in manufacturing of Organic intermediates, Inorganic intermediates, Fine & Speciality Chemical intermediates, Pharmaceutical intermediates, Agrochemical Intermediates. On overall basis, for the year ended on March 31, 2014, we are very pleased to report that your Company has declared record financial performance.

Though the economic environment was volatile and uncertain in F.Y. 2013-14 the Company has demonstrated the highest performance in its history. It has achieved the record growth in profit after tax (PAT) of 84.67% which is highest PAT, the Company has ever achieved. The Company is now ready to achieve the new heights and shine with flying colors.

the highlights of the Company''s performance is as follows:

During the Financial Year (FY) your Company clocked the sales of Rs.13,718 Lakhs depicting an increase of 131.36% over previous year FY Rs.5,929 Lakhs. The net revenue for the period under review was increased to Rs.13,285 Lakhs as compared to last year of Rs.5,470 Lakhs showing a growth of 142.86%.

Profit Before Interest, Depreciation, Tax and amortization (PBIDTA) increased from Rs.584 Lakhs to Rs.1,598 Lakhs showing a growth of 173.49% Profit beforeTax (PBT) has shown an increase of 161.84% from Rs.224.54 Lakhs in FY 2012-13 to Rs.587.94 Lakhs in FY 2013-14.

The Company''s Profit after Tax (PAT) was increased by 84.67% to reach at the level of Rs.335.60 Lakhs in FY 2013-14 as compared to Rs.188.87 Lakhs in FY 2012-13.

Management Discussion and Analysis

As required under Clause 49 of the listing agreement, Management Discussion and Analysis report during the period under review, is attached and form part of this report.

FIXED DEPOSITS

During the period under review the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIVIDEND

Considering future Expansion and Development program of the Company, your Directors do not recommend any dividend and propose to retain the profit in Business.

FINANCE

During the year under review, the Company has raised Rupee Term Loan from Banks on Long Term basis and Working Capital Loan from Banks on Short Term basis, both, for expansion and forward integration projects. All required details pertaining the said Loans are available in the Notes to the Financial Statements forming a part of this Annual Report.

CAPACITY EXPANSION & NEW PROJECTS

During the Year under review, your Company has successfully completed the forward integration project for establishing 3 (three) new products which will help the Company to penetrate further into the Speciality Chemicals Segments and have a dominant position in the Class of products, for which new facility has been set-up. Your Company shall now be in a position to place itself among the largest manufacturer in the world for the said new products. The new products shall supplement to phoenix up the Top and Bottom line of the Company.

INTERNAL CONTROL SYSTEMS

The Company has proper and adequate system of Internal Controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use and disposition and those transactions are authorised, recorded and reported correctly.

An extensive program of Internal Audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financialand other statements and maintaining accountability of assets.

The Company has also an Audit and Risk Management Committee comprising of Independent qualified directors who interact with statutory auditors, Internal Auditors, and Cost Auditors in dealing with the matters within the terms of reference. The Committee mainly deals with accounting matters, financial reporting and internal control. During the year under review the Audit & Risk Management Committee met 4 times.

AUDIT COMMITTEE RECOMMENDATION

During the year under review, there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence the disclosure of the same is not required.

RISK MANAGEMENT SYSTEMS

Your Company follows a comprehensive system of Risk management and has adopted procedure for risk assessment and its minimisation. It ensures that all risks are timely defined and mitigated in accordance with the Risk Management process. The Audit Committee and Board periodically review the Risk Management process.

Companies ACT, 2013

During the current FY, the Companies Act, 1956 has been replaced by Companies Act, 2013 (the Act) and became applicable for every Company from April 1, 2014. Your Company has been regular in keeping pace with the fast changes that has become applicable and initiated necessary actions accordingly. Some of the important initiatives are as under:

a) Modification in terms of Audit Committee

b) Modification in terms of Nomination and Remuneration Committee

c) Modification in terms of Stakeholders Relationship Committee

d) Appointment of Secretarial Auditors

e) Setting up of Vigil mechanism

f) Identification of Related parties as per new Act

CONSOLIDATED FINANCIAL STATEMENTS

There being no subsidiaries, disclosure requirement pursuant to the provisions of Clause 32 of the Listing Agreement entered into with Stock Exchanges is not applicable.

INFORMATION TECHNOLOGY

The Company''s Information technology (IT) infrastructure is continuously reviewed and renewed in line with the developmentin Technology and its requirements. During the year, the Company has upgraded its servers and connected all Offices and Plant Locations via Leased Lines.

DIRECTORS

During the period under review there were four Directors on the Board of the Company. They are as follows:

Mr. Ashok G Rajani- Chairman & Managing Director

Mr. Asit Kumar Bhowmik-Director

Mr. Virendra Singh Khurana- Independent Director.

Mr. Ramnath Arora''s office became vacant due to his sad demise on March 4, 2014. The Board acknowledges his sincere services provided to the Company.

As per sec 149(4) of the Act, which came into effect from April 1, 2014, every listed public Company is required to have atleast 1/3rd of the total number of Directors as Independent Directors. The Company, in terms of the provisions of Clause 49 of the listing Agreement entered into with Stock Exchanges, already meets the said criteria. The Company has received declaration from the Independent Director of the Company confirming that they met the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges. Members are requested to refer to the Report on Corporate Governance for the experience, qualification and tenure of the Independent Director. In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Asit Kumar Bhowmik retires by rotation at the ensuing Annual General Meeting of the Company, being eligible, offers himself for re-appointment.

The brief resumes and other details relating to the Director who is proposed to be re-appointed as required to be disclosed under Clause 49 of the Listing agreement, forms part of the Report on Corporate Governance.

Your Directors recommend the re-appointment of Mr. Asit Kumar Bhowmik at the ensuing Annual General Meeting.

RESERVES

The reserves, at the beginning of the year were ''3,775 Lakhs and the Reserves at the end of the year are ''4,111 Lakhs

PROMOTER GROUP

As required by the Clause 35 of the listing Agreement entered into with Stock Exchanges, your Company periodically discloses its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock exchanges.

RESEARCH AND DEVELOPMENT

The Company recognizes the need to have well equipped R&D Facilities to meet customer requirements and developing cutting edge products. Detailed report on Research and Development carried out by your Company is given as an annexure (form B) of this report.

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

The information required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 is annexed hereto as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEE

None of the Company''s Employees were covered by the disclosure requirement pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 and rules framed there under, as amended.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of Annualreport.

STATUTORY AUDITORS

M/s. Jagiwala and Co. (Formerly known as Jagiwala And Associates), Chartered Accountants, Mumbai, Statutory Auditor of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment on the terms and conditions recommended by the Audit and Risk Committee to the Board of Directors. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. It is proposed to appoint M/s. Jagiwala And Co. as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of 25th AGM. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITOR''S REpORT

The observation of the Auditors in their Report, read with the relevant notes to the accounts for the year under review are self- explanatory and therefore do not require any further explanations.

COST AUDITORS

The Company had appointed M/s. Hemant Shah & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts related to the Company''s products for the 2012- 2013. By General Circular No. 8/2012 dated 10th May 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for the Companies to file Cost Audit Reports from FY 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for filing of the Cost Audit Reports for FY 2012-13 was 30th September, 2013. The Company has filed the Cost Audit Reports with the Ministry of Corporate Affairs within due date. Upon recommendation of the Audit and Risk Committee, the Board had appointed M/s. Hemant Shah & Associates, Cost Accountants as a Cost Auditor of the Company, in accordance with Section 148 of the Companies Act, 2013 for the Financial 2014-15. At the ensuing Annual General Meeting, their appointment and remuneration is proposed to be approved and ratified by shareholders. The Cost Auditors'' Report for the financial year 2013-14 will be forwarded to the Central Government in pursuance of the provisions of the Companies Act, 2013 or any enactment thereof.

SHARE REGISTRAR AND TRANSFER AGENTS

The Company''s Registrar & Transfer agents for shares are M/s. Universal Capital Securities Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA; however in case of difficulties, as always, they are welcome to contact the Company''s'' Investor Services Department, the contact particulars of which are contained in the Report of Corporate Governance.

HUMAN RESOURCES MANAGEMENT

Your Company considers human resources as the main assets of the Company. Your Company continuously focus on training requirements of its employee on a continuing basis. With a view to increase the productivity, the management periodically organises various training programmes and lectures which boosts and motives the employee to give their best to the organisation.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption and are regularly monitored through an EHS score card which is reviewed at monthly business review meetings. Your Company''s continued efforts and improved awareness for EHS has helped your Company to reduce the number of accidents significantly. EHS initiatives have been strengthened further due to formation of a core group

for exchange of knowledge and standardising of systems and procedures. This core group also assess the Plants'' Safety and Environment protection improvement activities. Periodic audits were conducted by the core group to ensure compliance with the statutory requirements.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. In the preparation of the Annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

ii. they have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently wherever mandated 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 viz., March 31, 2014 and of the profits of the Company for the year ended on that date;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, 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. they have prepared the annual accounts on a going concern basis.

GREEN INITIATIVES

Electronic copies of the Annual Report and Notice of the 24th Annual General Meeting are sent to all the Members whose email addresses are registered with the Company for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

complaints relating to sexual harrasment

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013, it is mandatory to review status of sexual harassment related

complaints in the Annual Report. There were no incidents of sexual harassment reported in the Company. For protection against sexual harassment, your Company has formed an internal complaints committee, to which employees can write their complaints. The Company has a Prevention of Sexual Harassment Policy which has formalised a free and fair enquiry process for dealing with such issues, with clear timelines.

FUTURE oUTLooK

The Financial Year 2014 - 15 is expected to be another challenging year. Indications are that the global economy will grow as compared to the previous Financial Year. The domestic demand for Speciality Chemicals continues to be strong. However, the rising input costs on account of inflationary conditions coupled with the adverse foreign currency may keep the Operating Margins under pressure. To mitigate this, your Company aims to closely associate with its Customers and Suppliers complemented by increase Operational and Technical excellence, while pruning the costs. Research and Development will play a bigger role in improving the competitiveness through innovations. Prospects for other segments like Organic, Agrochemicals & Pharmaceuticals - Intermediates are bright. Barring any unforeseen circumstances, the current year''s prospects seem to be positive for further growth of your Company and scaling new heights.

acknowledgement

Your Directors wish to express their gratitude and appreciation to all of the Company''s employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company''s performance.

It is our strong belief that caring for our Business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Financial Institutions, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

"Success should be the Journey and not the Goal".With your support and encouragement your Directors are confident that this journey of our success shall continue till infinity.

For and on behalf of the Board of Directors

Ashok G RAJANI Chairman & Managing Director Mumbai, August 14, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their report and statement of accounts for the Financial Year 2012-13.

THE YEAR IN RETROSPECT

Rs.In Lacs Financial Results Year ended Year ended March 31, 2013 March 31, 2012

Gross Revenue from Operation 5,929.21 3,039.26

Excise Duty 507.55 200.13

Net Revenue 5,421.66 2,839.14

Profit / (Loss) from Operation 809.67 377.03

Add: Income from non-operational activities 48.37 33.57

Less: Other Expenses 273.83 155.29

Less: Finance Cost 5.58 3.00

Profit / (Loss)before Depreciation, Amortization & Tax 578.63 252.31

Depreciation and Amortization 354.09 144.69

Profit / (Loss) Before Tax 224.54 107.62

Tax 42.82 20.03

Profit / (Loss) After Tax 181.73 87.59

Balance Transferred to Balance Sheet 181.73 87.59

FINANCIAL PERFORMANCE

The net revenue for the period under review was increased to ` 5,421.66 Lacs as compared to last year of ` 2,839.14 Lacs showing a growth of 90.96%. Profit before Depreciation, Amortization and Tax stood at ` 578.63 Lacs.

Profit before Tax stood at ` 224.54 Lacs as compared to ` 107.62 Lacs of last year and Profit after Tax was ` 181.73 Lacs as compared to ` 87.59 Lacs of last year showing a growth of 107.48%

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report is attached and form part of this report.

DIVIDEND

Considering future Expansion and Development program of the Company, your Directors do not recommend any dividend and propose to retain the profit in Business.

DEPOSITS

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

As on March 31, 2013, there were Four Directors on the Board of the Company. They are as follows:

Mr. Ashok G Rajani - Chairman & Managing Director

Mr. Asit Kumar Bhowmik - Director

Mr. Ramnath Arora - Independent Director

Mr. Virendra Singh Khurana - Independent Director.

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Asit Kumar Bhowmik retires by rotation at the ensuing Annual General Meeting of the Company, being eligible, offers himself for re- appointment.

The brief resumes and other details relating to the Director who is proposed to be re-appointed as required to be disclosed under Clause 49 of the Listing agreement, forms part of the Report on Corporate Governance.

Your Directors recommend the re-appointment of Mr. Asit Kumar Bhowmik at the ensuing Annual General Meeting.

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

Information required under Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached and forms an integral part of this Report.

PARTICULARS OF EMPLOYEE

None of the Company''s Employees were covered by the disclosure requirement pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 and rules framed there under.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

STATUTORY AUDITORS

M/s. Jagiwala And Associates, Chartered Accountants, Mumbai, Statutory Auditor of the Company, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224 (1) of the Companies Act, 1956. Certificate have been received from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956, and your Directors recommend their re-appointment.

COST AUDITORS

In compliance with the provisions of Section 233B and Section 224 (IB) and other applicable provisions of the Companies Act, 1956 M/s. Hemant Shah & Associates, Cost Accountant have been appointed as a Cost Auditor of the Company and approval of Central Government is been received as on July 30, 2013.The due date for filing Cost Audit Report for the financial year 2012-13 is September 30, 2013.

HUMAN RESOURCES

People are considered to be one of the most valuable resources and the Company recognizes that working environment motivates employees to be productive, creative and innovative. Company strives to attract and recruit best talent for the current and future needs. The Company has taken necessary steps to upgrade the skills of present employees by conducting various in-house training programs and courses.

HEALTH, SAFETY AND ENVIRONMENT

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 in preparation of Annual Accounts for the year ended on March 31, 2013 and hereby confirmed:- i. That in the preparation of the Accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed;

ii. That the Directors have followed proper accounting policies and applied them consistently and wherever mandated, have made judgments and estimates that were fair, 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 profits for that period;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the annual accounts on a going concern basis.

CASH FLOW STATEMENT

A Cash Flow statement for the year ended March 31, 2013 is attached with the Annual Audited Accounts of the Company.

AUDITOR''S QUALIFICATIONS

Auditor''s qualification stated in their Report on the accounts for the year under review is self-explanatory. Your Directors are taking necessary steps.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their gratitude for the excellent patronage received from Banks. Your Company continued to receive co-operation and generous support from Suppliers and others associated with the Company as trading partners.

Your Company has been able to operate efficiently because of the enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

We are also deeply grateful for the continued confidence and faith reposed on us by the Shareholders, Depositors, Creditors, Customers and all the Government Authorities.

Your Directors look forward to the future with Confidence…….!!!!

For and on behalf of the Board of Directors

ASHOK G RAJANI

Chairman & Managing Director

Date: August 14, 2013

Place: Mumbai


Mar 31, 2011

Dear Members,

The Directors present their Twenty First Annual Report on the business and operation of the company together with the audited Statement of Accounts for the year ended 31st March, 2011.

PERFORMANCE OF THE COMPANY

The performance of the Company during the year 2010-2011as per audited accounts are summarized below:

(Rs. in lacs)

For the year For the year ended 31.3.2011 ended 31.3.2010

Turnover 2204.89 3.86

Other Income 1.79 4.68

Profit/(Loss) before Depreci -ation & Interest & before allo -cating capital expenses (434.32) (309.56)

Profit/(Loss) before tax 55.27 (309.56)

Profit/(Loss) after tax 45.02 (311.21)

Transfer to Capital Expenditure during construction period 907.55 311.21

Balance brought forward from previous year 1,447.87 1,447.87

Balance carried to Balance Sheet 1,492.89 1,447.87

BUSINESS OPERATIONS

The Directors of your Company are happy to announce that the commercial production of Chloro Benzene and Nitro Aromatics has started. These trial runs have` proved successful, and the plant has been lined out by removing the teething troubles. The civil construction as per our plans for saving of energy is nearing completion. Most of the equipments required for energy conservation, for which orders were placed and advance paid, have arrived and are being installed. Construction of plant building for forward integration downstream products is in progress. Some of the equipments for value-added downstream products have also arrived. Production on trial basis for our additional value added downstream products are also in progress and are being carried out on plant scale. In particular, following departments of the business of your company have recorded remarkable progress and are at a very advance stage:

1. Coal fired boiler installation to provide us with low cost steam and heat energy, as well as in house electrical energy;

2. Rationalization in raw material consumption has been implemented;

3. Downstream products project work is in progress; and

4. Your Company has also procured an additional plot of land of 74000 sq. metres, in close proximity to the existing plant in order to implement the above projects.

The products of the company have been well accepted in the domestic market. With new and modernized facilities and strict quality control procedures in force, the Management of the Company sees a bright future with respect to profitability once manufacture of all the products is commercially underway. The additional products being introduced will contribute not only to substantial savings in the purchase of raw materials, transport and other incidental costs, but are in themselves independent profit centers.

Your Directors are confident to start commercial operations of the value added downstream products in foreseeable future.

SHARE APPLICATION MONEY

During the year under review in addition to and in continuation of contribution of the long term funds provider, towards the assignment of the debts of the bank and financial institutions, in its favour, as per existing contract, additionally provided funds to the tune of Rs. 15126.17 lacs, as at 31st March 2011, towards the company's rationalization process, and accordingly the management of your Company had successfully negotiated with the fund provider to convert their entire contribution into equity shares of the Company. During the Annual General Meeting in September, 2010 some of the members/shareholders of the Company had requested that the shares to these funds providers be allotted at a premium instead of at par. The Management of your Company has successfully negotiated and has executed necessary contract based on which your company has agreed to allot 4,27,94,500 equity shares at a premium of Rs. 5/- per share and 5,12,17,600 equity shares at a premium of Rs. 7/- per share which at present will be treated as Application Money pending allotment and with due compliance of provisions of the Companies Act 1956 and Stock Exchanges, the conversion will take pace. After allotment the said shares will have pari passu rights with other shares of the Company. The said equity shares when allotted will be treated as consideration received in cash as per Circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

DIRECTORS

Mr. V. S. Khurana retires by rotation in this Annual General Meeting and offers himself for reappointment as per the Articles of Association of the Company. The Company is also in receipt of necessary deposit for the said re-appointment and the said deposit will be refunded on re-appointment of Mr. V. S. Khurana. You are requested to re-appoint Mr. V. S. Khurana in the meeting.

During the year the Board of Directors was pleased to appoint Mr. A. K. Bhowmik as an Additional Director

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

None of the Company's employees were covered by the disclosure requirement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

AUDITORS

M/s. Jagiwala and Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment under Section 224(1) of the Companies Act, 1956 and your Directors recommend their reappointment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has appropriate internal control systems for business processes, with regard to efficiency of operations, financial reporting and controls, compliance with applicable laws and regulations, etc. Clearly defined roles and responsibilities for all managerial positions have also been institutionalized. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time.

SAFETY, HEALTH AND ENVIRONMENT

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste products and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

HUMAN RESOURCES

Your Company considers human resource to be an important valuable asset for the organization and therefore, constantly strives to attract and recruit best talent for the current and future needs. The Company has taken necessary steps to upgrade the skills of present employees by conducting various in-house training programs and courses. Further measures for the safety of the employees are also adopted through training programs on safety and mock drills.

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

The information as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements 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,2011 the applicable accounting standards have been followed;

ii. That the Directors have followed proper accounting policies and applied them consistently and wherever mandated, have made judgments and estimates that were fair, reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the capital expenditure of the Company for the year ended 31st March, 2011;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the year ended 31st March, 2011 on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSIONS AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, reports on "Corporate Governance" and "Management Discussions and Analysis" are attached and forms part of this Report.

CASH FLOW STATEMENT:

A Cash Flow statement for the year ended 31st March, 2011 is attached with the Annual Audited Accounts of the Company.

AUDITOR'S QUALIFICATIONS:

Auditor's qualification stated in their Report on the accounts for the year under review is self explanatory.

ACKNOWLEDGEMENT

The Board of Directors record their appreciation of the continued co-operation and support provided by Customers, Suppliers, Financial Institutions, Bank as also of the dedicated services rendered by the Employees. Continued confidence of the Shareholders remains an immense source of strength to the Company to embark upon its future plans.

PERSONNEL

The Board wishes to place on record its appreciation to all employees of the Company for their sustained effort in improving capacity utilization and operational efficiencies. Industrial relations during the year were by and large harmonious.

For and on behalf of the Board of Directors



Registered Office Ashok G Rajani T-14, MIDC Chairman and Managing Director Tarapur, Boisar, Thane 401506

August 27, 2011


Mar 31, 2010

The Directors present their Twentieth Annual Report on the business and operation of the company together with the audited Statement of Accounts for the year ended 31st March, 2010.

PERFORMANCE OF THE COMPANY

The performance of the Company during the year 2009-2010 as per audited accounts are summarized below :

(Rs. in lacs)

For the year For the year

Ended 31.3.2010 Ended 31.3.2009

Turnover 3.56 NIL

Other Income 4.48 NIL Profit/(Loss) before Depreciation & Interest (309.56) (86.07)

Profit/(Loss) before tax (309.56) (86.07)

Profit/(Loss) after tax (311.21) (86.07)

Transfer to Capital Expenditure pending allocation 311.21 86.07



BUSINESS OPERATIONS

The Directors of your Company are happy to announce that the enormous efforts of the past several years are finally showing perceivable results. The primary manufacturing operations of our highly improved products along with products for backward and forward integration are in their trial runs. These trial runs have proved very successful, and the plant has been lined out by removing the teething troubles. Orders for purchase of equipments have already been placed for both backward and forward integration. The civil construction as per our researched plans, for saving of energy is in progress. Production on trial basis for our additional value added downstream products are also in progress and are being carried out on plant scale. In particular, following departments of the business of your company have recorded remarkable progress and are at a very advance stage:

1. Coal fired boiler installation to provide us with low cost steam and heat energy, as well as in house electrical energy;

2. Expansion of capacity to manufacture existing products of the company to meet economies of scale has been installed;

3. Rationalization in raw material consumption has been implemented;

4. Downstream products project works have been identified, and their development and manufacture is now at a take-off stage;

5. The Consultants to. develop and expand production capacity of your Company for backward integration by developing raw materials required by the company are finalized through a detailed process of technical examination; and

6. Your Company has also procured an additional plot of land of 76000 sq. metres, in close proximity to the existing plant in order to implement the above projects.

All above factors have now streamlined the operations. The products of the company will have ready acceptability as shown in our research analysis, and with new and modernized facilities and strict quality control procedures in force, the Management of the Company sees a bright future with respect to their profitability once the manufacture of all the products is commercially underway. The additional products being introduced will contribute not only to substantial savings in the purchase of raw materials, transport and other incidental costs, but are in themselves independent profit-centers.

Your Directors are confident to start commercial operations in the foreseeable future.

SHARE APPLICATION MONEY

During the year under review in addition to and in continuation of contribution of the funds provider, as per existing contract, additionally provided funds to the tune of Rs. 13078.24 lacs towards the companys rationalization process, and accordingly the management of your Company successfully negotiated with the fund provider and converted their entire contribution into equity/preference shares of the Company. The Company has executed necessary contract based on which your company has agreed to allot equity/preference shares at par which at present will be treated as Application Money pending allotment and with due compliance of provisions of the Companies Act 1956 and Stock Exchanges. After allotment the said shares will have pari passu rights with other shares of the Company. The said equity shares when allotted will be treated as consideration received in cash as per Circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

DIRECTORS

Shri R. N. Arora retires by rotation in this Annual General Meeting and offers himself for reappointment as per the Articles of Association of the Company. The Company is also in receipt of necessary deposit for the said re-appointment and the said deposit will be refunded on re-appointment of Shri R. N. Arora. You are requested to re-appoint Shri R. N. Arora in the meeting.

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

None of the Companys employees were covered by the disclosure requirement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder.

AUDITORS

M/s. Jagiwala and Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment under Section 224(1) of the Companies Act, 1956 and your Directors recommend their reappointment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of controls in order to ensure that all assets are safeguarded against loss from unauthorized use or disposal. All transactions are properly checked, verified, recorded and reported correctly.

Regular Internal Audit checks were not required to be carried Qut to ensure that the responsibilities are executed effectively and that proper and adequate systems are in place for which Management of the Company has been taking necessary steps on a continuing and constant basis, as per the working and requirements of the company.

SAFETY, HEALTH AND ENVIROMENT

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with.

Requirements of environmental acts and regulations are complied with.

Effluent treatment of waste products and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

HUMAN RESOURCES

Your Company considers human resource to be an important valuable asset for the organization and therefore, constantly strives to attract and recruit best talent for the current and future needs. The Company has taken necessary steps to upgrade the skills of present employees by conducting various in-house training programs and courses. Further measures for the safety of the employees are also adopted through training programs on safety and mock drills.

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

The information as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements 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,2010 the applicable accounting standards have been followed;

ii. That the Directors have followed proper accounting policies and applied them consistently and wherever mandated, have made judgments and estimates that were fair, reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the capital expenditure of the Company for the year ended 31st March, 2010;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the year ended 31st March, 2010 on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSIONS AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, reports on "Corporate Governance" and "Management Discussions and Analysis" are attached and forms part of this Report

CASH FLOW STATEMENT:

A Cash Flow statement for the year ended 31st March, 2010 is attached with the Annual Audited Accounts of the Company.

AUDITORS QUALIFICATIONS:

Auditors qualification stated in their Report on the accounts for the year under review is self explanatory.

ACKNOWLEDGEMENT

The Board of Directors record their appreciation of the continued co-operation and support provided by Customers, Suppliers, Financial Institutions, Bank as also of the dedicated services rendered by the Employees. Continued confidence of the Shareholders remains an immense source of strength to the Company to embark upon its future plans.

PERSONNEL

The Board wishes to place on record its appreciation to all employees of the Company for their sustained effort in improving capacity utilization and operational efficiencies. Industrial relations during the year were by and large harmonious.

For and on behalf of the Board of Directors

Ashok G Rajani

Chairman and Managing Director

Registered Office

T-14, MIDC

Boisar, Thane 401 506

August 12, 2010

 
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