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Directors Report of Shree Hari Chemicals Export Ltd.

Mar 31, 2015

To

The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Statement of Accounts for the year ended on March 31, 2015:

FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Sales 13099.69 6183.41

PROFIT BEFORE DEPRECIATION & TAX 5188.17 1779.81

Less:

Depreciation 332.43 150.90

PROFIT BEFORE TAX 4855.74 1628.91

Less: Provision for Taxation

Current Tax 1575.00 298.00

Deferred Tax 73.34 (18.98)

Short/excess provision of Income Tax 0.57 -

PROFIT AFTER TAX 3206.83 1349.89

Add: Surplus brought forward from Previous Year 1516.52 218.65

PROFIT AVAILABLE FOR APPROPRIATION 4723.35 1568.54

Proposed Dividend 111.16 44.46

Tax on Proposed Dividend 22.23 7.56

Transfer to General Reserve 160.00 -

Profit Carried Forward 4429.96 1516.52

OPERATIONS:

During the year under review, net sales turnover was Rs. 13099.69 Lakhs as against Rs. 6183.41 Lakhs during the corresponding previous year. Profit after tax was Rs. 3206.83 Lakhs as against Profit of Rs. 1349.89 Lakhs for the previous year. The growth in the turnover and profit of the Company was mainly attributable to the favorable positive market conditions and demand in the international market for the products. However, the increase in exports was the bright spot in the net sales turnover.

TRANSFER TO GENERAL RESERVE

The Company proposes to transfer Rs. 160.00 Lakhs (5% of Net Profit) to the General Reserve out of the amount available for appopriation and an amount of Rs. 3073.45 Lakhs is proposed to be retained in the Profit and Loss Account.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs. 2.50/- (Rupees two and paisa fifty) per share i. e. 25% on 4446300 Equity Shares of Rs. 10/- each for the year 2014-2015.

EXPORT

Export earnings were Rs. 707.60 Lakhs as against Rs. 407.02 Lakhs during the corresponding previous year.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the Financial Year dated March 31st, 2015 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

6 (Six) Meetings of the Board of Directors were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Virjanand Gupta (DIN 00042271), Shri Arvind Chirania (DIN 00044845), Shri Santosh Kumar Sultania (DIN 00041109), Shri Vinit Kedia (DIN 02462683) were appointed as Independent Directors at the Annual General Meeting of the Company held on September 5th, 2014.

Shri Hanuman Prasad Ramuka (DIN 02440114), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Kishori Lal Ramuka (DIN 00040695) was re-appointed as the Chairman & Executive Director of the Company from October 1, 2014 for a period of three years which was approved by the shareholders at the Annual General Meeting held on September 5th, 2014.

The Board of Directors at its Meeting held on February 12th, 2015 re-appointed Shri Bankesh Chandra Agrawal (DIN 00121080) as the Managing Director of the Company for a period of three years from March 1st, 2015, subject to the approval of the Shareholders.

Shri Santosh Kumar Sultania, (DIN 00041109) Director of the Company, resigned as Director with effect from March 26, 2015. The Board places on record their sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

With a view to strengthen the Board and also to meet the regulatory requirements, Smt. Ekta Sultania (DIN 07134485) was appointed as Additional Director of the Company with effect from March 26, 2015. Since Smt. Ekta Sultania is an Independent Director of the Company, the resolution seeking approval of the Members for the appointment of Smt. Ekta Sultania as an Independent Director with effect from March 26, 2015 has been incorporated in the notice of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment. She is a Bachelor of Science (B.Sc.)

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointment of Shri Kishori Lal Ramuka, Chairman & Executive Director, Shri Bankesh Chandra Agrawal, Managing Director, Shri Hanuman Prasad Ramuka, Whole Time Director and Shri Sanjay Kedia, Chief Financial Officer of the Company as key managerial personnel of the Company was formalized on May 29th, 2014. During the year Company also appointed Smt. Priyanka Ajmera as a Company Secretary with effect from March 26th, 2015 as required under the provisions of Section 203 of the Act.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri Virjanand Gupta, Shri Arvind Chirania, Shri Vinit Kedia and Smt. Ekta Sultania, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of Directors of the Company consists of the following members:

1. Shri Arvind Chirania

2. Shri Vinit Kedia

3. Shri Virjanand Gupta

4. Shri Santosh Kumar Sultania (Resigned w.e.f. 26.03.2015)

Four (4) Meetings of the Committee were held during the Financial Year.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the criteria for selection of candidates for appointment as Directors, Independent Directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they 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 Financial Year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants 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.

The Internal Auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/joint ventures/associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

AUDITORS

M/s. Kailash Chand Jain & Co., Chartered Accountants (ICAI NO. 112318W), the Auditors of the Company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s. Kailash Chand Jain & Co., Chartered Accountants, the existing auditors have furnished a certificate, confirming that if re-appointed for the Financial Year 2015-2016 their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

COST AUDIT

As per Section 148 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee had appointed M/s. B. F. Modi & Associates, Cost Accountants, as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2014-15. M/s. B. F. Modi & Associates, Cost Accountants, have also been appointed as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2015-16. The necessary resolution for seeking ratification of payment of remuneration to them is included in the notice of the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the Financial Year 2014-2015.

The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

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

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure V.

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 annexed as Annexure VI.

DEPOSITS FROM PUBLIC

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

The Company received a notice vide letter dated June 17th, 2015, from the Regional Officer, Mahad, Maharashtra Pollution Control Board directing to close the manufacturing activities of the Company's factory. Further, the Company has received the order dated July 10th, 2015, directing to restart the manufacturing activities. Accordingly, the Company has restarted its manufacturing activities.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board.

As part of CSR initiatives, your Company during the Financial Year 2014-15 has amongst other activities, undertaken projects in areas of promoting education, preventive health care and measures for benefits of villagers in rural areas of Raigad District.

The above projects are in accordance with Schedule VII of the Companies Act, 2013. The Company has spent Rs. 5.80 Lakhs towards the CSR projects during the current Financial Year 2014-15.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding Financial Years was Rs. 288.62 Lakhs, it was hence required to spend Rs. 5.77 Lakhs on CSR activities during the Financial Year 2014-15 being 2% of the average net profits of the three immediately preceding Financial Years. The Company has spent an entire amount of Rs. 5.77 Lakhs in its CSR during the Financial Year.

The Annual Report on CSR activities is annexed as Annexure VII.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure VIII.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation performance of the Board, Board Committees and individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Performance Performance evaluation Criteria No. evaluation of performed by

1. Each Individual Nomination and Attendance, Contribution to the Board and Committee Remuneration Committee Committee Meetings like preparedness on Directors the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.

2. Independent Entire Board of Directors Attendance, Contribution to the Board and Directors; excluding the Director Committee Meetings like preparedness on who is being evaluated the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.

3. Board, its All Directors Board composition and structure; committees and effectiveness of Board processes, information individual and functioning, performance of specific Directors duties and obligations, timely flow of information etc. The assessment of Committees based on the terms of reference of the Committees

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

CORPORATE GOVERNANCE REPORT

As per SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the revised Clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

Your Directors convey their gratitude to the State Bank of India and every official, customers, suppliers, other associates of the Company for their continued co-operation and support. The Directors also wish to place on record their appreciation of hard work put in by the staff of the Company. The Directors are also grateful to you, the Shareholders, for the confidence putting in the Company.

For and on behalf of the Board

Mumbai Kishori Lal Ramuka

August 12, 2015 Chairman & Executive Director


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty - Seventh Annual Report together with the Statement of Accounts for the year ended March 31, 2014:

FINANCIAL RESULTS: (Amount in Rs.)

PARTICULARS 2013-2014 2012-2013

Revenue from Operations & Other Income 61,83,41,442 15,48,21,263

Profit Before Depreciation & Tax 17,79,81,319 (3,46,56,199)

Less : Depreciation 1,50,90,588 1,77,68,069

Profit After Depreciation 16,28,90,731 (5,24,24,268)

Less: Provision for Income Tax 2,98,00,000 -

(Less)/Add: Provision for Deferred Tax (Assets) /Liability (18,98,317) (22,71,837)

Profit/(Loss) after Tax 13,49,89,048 (5,01,52,431)

Balance brought forward 2,18,64,826 7,20,17,257

15.68.53.874 2,18,64,826

Appropriation:

Proposed Dividend 44,46,300 -

Corporate Dividend Tax 7,55,649 -

Carried forwarded to Balance sheet 15,16,51,925 2,18,64,826

15.68.53.874 2,18,64,826

OPERATIONS:

The Company''s activities had re-started from September,2013 .as per the order of Hon''ble Bombay High Court order dated 29th July,2013.

Your Company''s turnover of the year under review is Rs. 6183.41 lacs as against Rs. 1548.21 lacs in the previous year.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Re. 1/-(Rupee one only) per share i.e 10% on 4446300 Equity Shares of Rs. 10/- each.

EXPORT

The Export turnover of the year under review is Rs. 327.02. lacs..

FIXED DEPOSIT

The Company has not accepted any fixed deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors had at its Meeting held on May 29, 2014 constituted Corporate Social Responsibility ("CSR") Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein.

DIRECTORS:

Shri Kishori Lal Ramuka, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has pursuant to the provisions of Section 161 of the Companies Act, 2013 appointed Shri Virjanad Gupta as an additional director w.e.f. November 13, 2013 and he holds office upto the date of ensuing Annual General Meeting and being eligible for appointment.

Shri Raj Kumar Dayma Director of the Company, resigned as Director with effect from 31st August, 2013. The Board places on record their sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

As per Section 149(4) of the Companies Act, 2013 (''Act''), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation.

In accordance with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the appointment of Shri Arvind Chirania, Shri Santosh Kumar Sultania, Shri Vinit Kedia and Shri Virjanand Gupta as Independent Directors of the Company is being placed before the Members at the ensuing annual general meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent directors and are independent of the management.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors confirm the following:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors are attached hereto and forms part of this Annual Report.

COMPLIANCE CERTIFICATE:

A Compliance Certificate under section 383A of the Companies Act. 1956 from the Practicing Company Secretary in respect of the financial year ended on March 31, 2014 is attached hereto.

PARTICULARS OF EMPLOYEES:

The company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

As 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, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

LISTING:

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to the BSE Limited for the year 2014-2015.

AUDITORS:

M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. Kailash Chand Jain & Co., Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-2015 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

COST AUDITORS

The Central Government has approved the appointment of Shri R.M. Kandoi, Cost Accountant, as Cost Auditor of the Company for FY 2013-14.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers, Suppliers and all other associates.

For and on behalf of the Board

KISHORI LAL RAMUKA

Chairman & Executive Director

Dated : June 30, 2014.


Mar 31, 2012

The Directors have pleasure in presenting the Twenty - Fifth Annual Report together with the Statement of Accounts for the year ended March 31, 2012:

FINANCIAL RESULTS: (Amount in Rupees) 2011-2012 2010-2011

Sales & Other Income 70,29,76,148 73,16,13,081

Profit Before Depreciation & Tax (33,79,762) 3,76,04,418

Less : Depreciation 2,04,99,527 2,31,07,622

Profit After Depreciation (2,38,79,289) 1,44,96,798

Less: Provision for Income Tax — 29,00,000

Less:(Add):Provision for Deferred Tax (Assets) /Liability (19,76,882) 34,53,983

Profit/(Loss) after Tax (2,11,96,249) 81,42,815

Balance brought forward 9,32,13,503 9,02,72,639

7.20.17.254 9,84,15,454

Appropriation:

Proposed Dividend — 44,46,300

Corporate Dividend Tax — 7,55,649

Profit c/f to Balance sheet 7,20,17,254 9,32,13,505

7.20.17.254 9,84,15,454

OPERATIONS:

During the year the Company's manufacturing activities had been discontinued from 28th February, 2012, due to disconnection of electricity /water supply to the factory, as per the directions of MPCB (Maharashtra Pollution Control Board). Then the company had filed a notice of motion with the Hon'ble High Court, Bombay. The High Court appointed the NEERI (National Environmental Engineering Research Institute) to inspect the plant. After the inspection of the plant NEERI recommended to operate the plant about 50% levels of production capacity for a period of three weeks for assessment of all polluting streams under the observations of MPCB and NEERI.

Due to the closure of the company's manufacturing activity and the Global and Domestic slowdown, your company could able to achieve a turnover of Rs. 7029.76 lacs as against Rs. 7316.13 lacs in the previous year. This resulted in a loss of Rs. 211.96 lacs.

EXPORT

The Export turnover of the year under review is Rs. 968.07 lacs as against Rs. 1557.33 lacs in previous year. FIXED DEPOSIT

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

DIRECTORS

Shri Vinit Kedia and Shri Raj Kumar Dayma, would retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

Shri Kailash Chand Ramuka and Shri Ramu Raman Agarwal Directors of the Company, resigned as Directors with effect from 1st April, 2012. Shri Virjanand Gupta and Shri Amar Kanodia, Directors of the Company, resigned as Directors with effect from 12th May, 2012.The Board places on record their sincere appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors confirm the following:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors are attached hereto and forms part of this Annual Report.

COMPLIANCE CERTIFICATE:

A Compliance Certificate under section 383A of the Companies Act. 1956 from the Practicing Company Secretary in respect of the financial year ended on March 31, 2012 is attached hereto.

PARTICULARS OF EMPLOYEES:

The company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

As required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

LISTING:

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to the BSE Limited for the year 2012-2013.

AUDITORS:

M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

You are requested to appoint the Auditors and fix their Remuneration.

For and on behalf of the Board

KISHORI LAL RAMUKA

Chairman & Executive Director

Date: 25 August, 2012


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009

(In Rupees) (In Rupees)

Sales & Other Income 69,35,98,765 63,30,07,114

Profit before Depreciation & Tax 3,65,13,137 (1,93,06,476)

Less : Depreciation 1,69,43,058 1,34,16,735

Profit After Depreciation 1,95,70,079 (3,27,23,211)

Less : Provision for Income Tax 10,00,000 -

Less : Provision for Fringe Benefit Tax - 4,71,002

Less : Provision for Deferred Tax Liability/(Assets) 1,23,46,904 (1,10,67,045)

Less/(Add) : Short/(Excess) provision for

Income Tax /F.B.T. for Earlier Year (23,00,222) -

Profit after tax 85,23,397 (2,21,27,168)

Balance Brought forwarded 8,69,51,192 1,142,80,309

9,54,74,588 9,21,53,141

Appropriation

Proposed Dividend 44,46,300 44,46,300

Corporate Dividend Tax 7,55,649 7,55,649

Balance Carried forwarded to Balance Sheet 9,02,72,639 8,69,51,192

9,54,74,588 9,21,53,141



OPERATION :

Inspite of persistence of economic slow down your Company could able to overcome the same to the extent possible and has achieved turnover of Rs. 6935.99 lacs and profit before tax Rs. 195.70 lacs.

EXPORT :

The Export turnover of the year under review is Rs. 2139.92 lacs as against Rs. 2324.16 lacs in previous year.

DIVIDEND :

The Board of Directors of the Company, for the year ended 31st March, 2010 has recommended a dividend of Re. 1/- per share (10% per equity shares of face value of Rs. 10/- each) subject to the approval of the shareholders at the Annual General Meeting.

FIXED DEPOSIT :

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act,1956 read with companies (Acceptance of Deposits) Rules, 1975 made thereunder.

EFFLUENT TREATMENT PLANT :

The Company has its own full fledged Effluent Treatment Plant as per the norms prescribed by the Maharashtra Pollution Control Board.The Company is also a member of Common Effluent Treatment Plant (CETP) managed by the Mahad Manufacturing Association (MMA).

During the year under review the Company has invested Rs. 90.65 lacs for upgradation of Effluent Treatment Plant.

DIRECTORS :

Shri Kailash Chand Ramuka, Shri Santosh Kumar Sultania and Shri Virjanand Gupta would retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

The term of Shri Bankesh Chandra Agrawal as Managing Director has expired on 28th February, 2010. The Board of Directors of the Company has re-appointed him for a further period of five years with effect from 1st March, 2010. subject to the approval of the members in the ensuing Annual General Meeting of the Company.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement are given in the section on Corporate Governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors confirm the following :

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

COMPLIANCE CERTIFICATE :

A Compliance Certificate under section 383A of the Companies Act. 1956 from the Practicing Company Secretary in respect of the financial year ended on March 31, 2010 is attached hereto.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors are attached hereto and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES :

The Company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :

As 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, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

LISTING :

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited for the year 2010-2011.

AUDITORS :

M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors and to fix their remuneration.

ACKNOWLEDGEMENT :

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose entiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders, Banks and Financial Institutions for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

KISHORI LAL RAMUKA

Chairman & Executive Director

Dated : 30th July, 2010.

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