Directors Report of Sonal Adhesives Ltd.

Mar 31, 2015

DEAR MEMBERS

The Directors have pleasure in presenting Twenty Fourth Annual Report for the financial year 2014-2015 along with Audited Balance Sheet and the Statement of Profit and Loss Account for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31st March, 2015 is summarized below:

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Income from operations 4328.01 5687.49

Profit before Finance Cost & Depreciation 415.07 366.33

Finance Cost (281.73) (241.71)

Depreciation (78.03) (44.33) Profit Before tax 55.31 80.29

Tax Expenses:

Current Tax - -

Deferred tax expense / (credit) 10.48 20.80

Prior Year Tax Adjustments (1.11) -

Profit for the year 45.94 59.49

DIVIDEND:

To conserve the resources, your Directors do not recommend any Dividend for the year under review.

RESERVES

There is no amount has been proposed to carry to Reserves.

PRODUCTS & BUSINESS

The Company's main business is of manufacturing adhesive tapes and plastic ropes.

FUTURE OUTLOOK

The Company is proactively responding to the changing business environment and is confident of sustaining its market share by improving competitive position in the market. The overall business outlook for the Company is promising with improvement in overall economic environment. Efforts towards higher operational efficiencies shall continue. The Company continues to examine the possibilities of expansion and will make the necessary investments when attractive opportunities arise.

The BOPP Adhesive Tapes are used for packaging. It is consumed daily in large quantities by all industrial and commercial organizations. From packing courier covers and bags to packing of pharmaceutical cartons, everywhere, the self adhesive tapes are consumed. The consumption increases in line with the improved standard of living and business activity in the society. Therefore the consumption of this product is bound to increase further.

EXPORTS

The Company has achieved an Export Turnover of Rs. 1245.79 Lacs compared to previous years Rs. 1101.22 Lacs.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date;

c) the Directors 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors 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) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Shri. Kamal Arora and Shri. Jaspal Singh Bhasin resigned from the post of Directors w.e.f. 12th August, 2015. The Board of Directors places on record its appreciation for the valuable contribution made by Shri. Kamal Arora and Shri. Jaspal Singh Bhasin during their tenure with the Company.

Further, due to resignation of Shri. Kamal Arora none of the Directors retires by rotation at the ensuing Annual General Meeting.

Smt. Mridu Arora and Shri. Nitin Rane were appointed as an Additional Director of the Company w.e.f. 12th August, 2015. Pursuant to Section 161 of the Companies Act, 2013, Smt. Mridu Arora and Shri. Nitin Rane holds office up to the date of ensuing Annual General Meeting of the Company. The Company has received notice along with the requisite deposit from the member of the Company for their appointment as Director of the Company. The Board of Directors recommends their appointment as the Director of the Company.

Further, in terms of Sections 149, 152 read with Schedule IV of the Companies Act, 2013, the Board of Directors ("the Board") have reviewed the declaration made by Shri. Nitin Rane that he meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the Board is of opinion that he fulfill the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management. The Board of Directors recommends his appointment as an Independent Director for period of fve years, not liable to retire by rotation.

The Company has also received declaration from Shri. Manish Nanda, Independent Director of the Company confirming that he meets with the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Shri. Sandeep Arora, Managing Director of the Company was designated as Whole-time Key Managerial Personnel of the Company w.e.f. 12th August, 2014.

Shri. Shivcharan Girker was appointed as Chief Financial Officer of the Company and was designated as Whole-time Key Managerial Personnel of the Company w.e.f. 12th August, 2014.

Shri. Amish Ashar was appointed as Company Secretary of the Company and was designated as Whole-time Key Managerial Personnel of the Company w.e.f. 10th March, 2015. However, Shri. Amish Ashar resigned from the post of Company Secretary w.e.f. 6th June, 2015 the Board of Directors places on record its appreciation for the valuable contribution made by him during his tenure with the Company.

The Composition of the Board and KMP as on date is as under:

(1) Shri. Sandeep M. Arora - Managing Director (KMP)

(2) Smt. Mridu Arora - Non-executive Director

(3) Shri. Manish Nanda - Non-executive Independent Director

(4) Shri. Nitin Rane - Non-executive Independent Director

(5) Shri. Shivcharan Girker - Chief Financial Officer (KMP)

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are put up on the website of the Company

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

MEETINGS OF THE BOARD

During the year under review, The Board of Directors duly met Seven times on 29th May, 2014; 5th June, 2014; 28th July, 2014; 12th August, 2014; 22nd September, 2014; 12th November, 2014 and 12th February,2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non- executive Directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration), 2014 is furnished in Annexure I and is attached to this Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

AUDIT COMMITTEE

The Audit Committee comprises of Members namely of Shri. Jaspal Singh Bhasin (Chairman), Shri. Manish Nanda and Shri. Sandeep Arora. All the recommendations made by the Audit Committee were accepted by the Board.

However, The Board of Directors re-constituted the Audit Committee after the resignation of Shri. Jaspal Singh Bhasin w.e.f. 12th August, 2015. The Audit Committee now comprises of Members namely Shri. Manish Nanda (Chairman), Shri. Nitin Rane and Shri. Sandeep Arora.

AUDITORS

The terms of office of M/s. K S Sanghvi and Co., Chartered Accountant as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company. M/s. K S Sanghvi and Co. expressed their unwillingness for re-appointment as Auditors of the Company.

On the request of the Company M/s. Rohan Agrawal & Co, Chartered Accountant, Mumbai consented to get appointed as the Statutory Auditor of the Company at the ensuing Annual General Meeting. The Company has also received a certificate from M/s. Rohan Agrawal & Co, Chartered Accountant to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint M/s. Rohan Agrawal & Co, Chartered Accountant in place of M/s. K S Sanghvi and Co and authorize the Board to fx their remuneration.

Auditors Emphasis/Remarks/Observations in the Audit Report:

a) With regards to Emphasis of Matter in the Auditors Report your Directors like to state as under:- The Company is in process of identifying various opportunities to generate funds for growth and expansions.

b) Point No. 9 f. iii. of the Auditors Report is self explanatory.

SECRETARIAL AUDITOR

The Board has appointed Shri. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. As regards the observations made in Secretarial Audit Report the Directors state as under:- The Company has instructed its bankers to transfer the fund to the Investor Education and Protection Fund Account. However, the Bankers of the Company have not initiated the process of transfer of the funds to the Investor Education and Protection Fund.

FIXED DEPOSITS

The Company has not accepted any Deposits from the Public during the year.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any loans or advances or investments or provided securities to other bodies corporate during the year. However, the Company has given Corporate Guarantees of Rs. 4,90,00,000 to M/s. Sonal Impex Ltd during the year which is within limit specified under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

There was no contract or arrangements made with related parties as defend under Section 188 of the Companies Act, 2013 during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company do not have any Subsidiary, Joint Venture and Associate Company.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all members of the Company.

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement and Sonal adhesives Limited corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited same is given in the Annexure V which form part of the Directors' Report.

A certificate of compliance from Mr. Prashant Diwan, Practicing Company Secretary and the report on Corporate Governance form part of this Directors' Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure VI which forms part of the Directors' Report.

CORPORATE RESPONSIBILITY STATEMENT (CSR)

Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report except that the Account of the Company is declared Non Performing Asset by State Bank of India.

2. The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Your Directors further state that during the year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board

Sandeep Arora

Place: Mumbai Chairman & Managing Director

Dated: 12th August, 2015 DIN: 00176939

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Third Annual Report on the business operations of the Company along with statement of Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Income from operations 5687.49 5835.28

Profit before Interest & Depreciation 315.76 249.00

Interest 191.14 153.23

Depreciation 44.33 27.99

Profit Before tax 80.29 67.78

Less:

Current Tax Nil 13.47

Deferred tax expense / (credit) 20.80 2.62

Profit for the year 59.49 51.69

OPERATIONS:

The total income of the Company for the year under review at Rs. 5687.49 lacs was lower by 2.53% to that of the previous year at Rs. 5835.28 lacs, on account of considerable sluggishness in the business. However the operating profit i.e. Profit before Interest, Depreciation and Tax has been registered at Rs. 315.79 Lacs as against Rs. 249.00 Lacs of the previous year i.e. growth of around 26.82% to that of previous year. The net profit has been registered at Rs. 59.49 Lacs as against Rs. 51.69 Lacs of the previous year.

DIVIDEND:

To conserve the resources, your Directors do not recommend any Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Kamal Mohanlal Arora, Director is liable to retire by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Your Board recommends her re-appointment.

The term of Shri. Sandeep M. Arora, Managing Director to be expired on 4th September, 2014. The Board of Directors, at its meeting held on 1st June, 2014 and based on the recommendation of Remuneration Committee Meeting held on even date has re-appointed Shri. Sandeep Arora as Managing Director of the Company for a further period of 3 years w.e.f. 1st June, 2014 to 30th May, 2017.

Appointment of Shri. Jaspal Singh Bhasin and Shri Manish S. Nanda as Independent Director pursuant to section 149 and 152 of the Companies Act, 2013 are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five years. Pursuant to Section 149 and 152 of the Companies Act, 2013, Independent Directors will not be liable to retire by rotation.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

* 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.

* Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

* Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* Your Directors have prepared the attached statement of Accounts for the year ended March 31, 2014 on a going concern basis.

AUDITORS:

M/s. K. S. Sanghvi & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

COST AUDITORS:

The Cost Audit Report for the financial year 2012-13 which was required to be filed with Ministry of Corporate Affairs within 180 days from the close of the financial year was filed on 25.09.2013 vide SRN S22500441.

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, Mr. Satish R Shah, Cost Accountants (Regn. No.6189) were re-appointed as Cost Auditors to conduct audit of cost records all manufactured products of the company for the financial year 2013-14.

The Cost Audit Report for the Financial year 2013-14 is due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year (i.e. dated: 27.9.2014). Necessary action is being taken to file the Report as required

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Agreement and Sonal adhesives Limited corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from Mr. Prashant Diwan, Practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs.60,00,000/- or more per annum, if employed throughout the year, or Rs.5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND OUTGO:

Particulars 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 are given in the Annexure to this report.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation towards banker, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: Mumbai Sandeep Arora Dated: 12/08/2014 Chairman & Managing Director DIN No. 00176939

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report on the business operations of the Company along with statement of Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Year Ended Year Ended Particulars 31st March, 2013 31st March, 2012

Income from operations 5835.28 5024.17

Proft before Interest & Depreciation 249.00 210.12

Interest 153.23 106.49

Depreciation 27.99 25.35

Proft Before tax 67.78 78.28

Less: Current Tax 13.47 20.82

Deferred tax expense / (credit) 2.62 3.69

Profit for the year 51.69 53.77

OPERATIONS:

During the year under review, the income from operations of the Company has been increased from Rs. 5024.17 Lacs to Rs. 5835.28 Lacs. The Operating Proft i.e. Proft before Interest, Depreciation and Tax has been registered at Rs. 249.00 Lacs as against Rs. 210.12 Lacs of the previous year. The net proft has been registered at Rs. 51.69 Lacs as against Rs. 53.77 Lacs of the previous year.

DIVIDEND:

To conserve the resources, your Directors do not recommend any Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Kamal Mohanlal Arora, Director is liable to retire by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Your Board recommends her re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

- 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.

- Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

- Your Directors have taken proper and sufficient care or the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- Your Directors have prepared the attached statement of Accounts for the year ended March 31, 2013 on a going concern basis.

AUDITORS:

M/s. K. S. Sanghvi & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorize the Board to fx their remuneration.

COST AUDITORS

Vide Notification No. 52/26/CAB-2010 dated 24.1.2012, the MCA, Government of India has covered a number of industries under automatic Cost Audit with effect from the financial year commencing on or after 1.4.2012. Our company is subject to Cost Audit in terms of above referred Notifications for the various manufactured products from the financial year 2012-13.

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, Mr. Satish R. Shah, Cost Accountants (Regn. No. 6189) were appointed as Cost Auditors to conduct audit of cost records of all the manufactured products of the company for the financial year 2012-13.

The Cost Audit Report for the Financial year 2012-13 is due to be fled with the Ministry of Corporate Affairs within 180 days from the close of the financial year (i.e. dated: 27.9.2013). Necessary action is being taken to file the Report as required.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary regarding compliance of the requirement of Corporate Governance, as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are Annexed hereto.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs.60,00,000/- or more per annum, if employed throughout the year, or Rs.5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217(2A) of the Companies Act, 1956 and the rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND OUTGO:

Particulars 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 are given in the Annexure to this report.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation towards banker, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: Mumbai Sandeep Arora

Dated: 26/08/2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting their Twenty First Annual Report on the business operations of the Company along with statement of Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars Year Ended 31st Year Ended 31st March, 2012 March, 2011

Income from operations 5024.17 4128.26

Profit before Interest & Depreciation 210.14 175.04

Interest 106.51 80.76

Depreciation 25.35 24.11

Profit Before tax 78.28 70.17

Less:

Current Tax 20.82 22.76

Deferred tax expense/(credit) 3.69 (0.62)

Profit for the year 53.77 48.03

OPERATIONS:

During the year under review, the income from operations of the Company has been increased from Rs. 4128.26 Lacs to Rs. 5024.17 Lacs. The Operating Profit i.e. Profit before Interest, Depreciation and Tax has been registered at Rs. 210.12 Lacs. The net profit has been registered at Rs. 53.77 Lacs as against Rs. 48.03 Lacs of the previous year.

DIVIDEND:

Your Directors recommend Dividend of 5% (Rs. 0.50 per share on face value of Rs. 10/-) on the Equity Share Capital of the Company for the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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.

Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

Your Directors have taken proper and sufficient care or the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Your Directors have prepared the attached statement of Accounts for the year ended March 31, 2012 on a going concern basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri. Manish Surendrakumar Nanda, Director is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board recommends his re-appointment.

AUDITORS:

M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the Company retires at the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirement of Corporate Governance, as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND OUTGO:

Particulars 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 are given in the Annexure to this report.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation towards banker, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Sandeep Arora Chairman & Managing Director

Place: Mumbai Dated: 04/08/2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Twentieth Annual Report on tie biasness operations of the Company along with statement of Audited Accounts for the year ended 31st March 2011.

(Rs. to Lakhs)

Particular Year Ended Year Ended

31st March, 2011 31st March, 2011

Income fen separations 4128.26 3299.10

Profit before Interest & Depreciation 175.03 131.23

-Interest '80.21 51.68

Depreciation 24.11 20.20

Profit Before tax 70.65 59.35

Less:

Provision for Tax 23.25 15.00

Provision for Deferred Tax (Assets Written Back) 40.62) 3.16

Profit after Tax available for Appropriation 48.02 41.19

Appropriation

Proposal (dividend) 30.31 30.31

Dividend distribution tax thereon 4.91 5.15

Surplus Carmed to Glance Sheet 12.8O 5.73

48.02 41.19

Operations -.

During the year under review, the income from operations of the Company bas been increased from Rs.3299.10 Lacs to Rs.4128.26 Lacs. The Operating Profit i.e. Profit before Interest, Depreciation and Tax has been registered at Rs.175.03 Lacs. The net profit bas been registered at Rs.48.02 Lacs as against Rs.41.19 :Lacs ;of the previous year.

DIVIDEND Your Director recommend Dividend of 5% {Rs. 0.50 ;per share on face value of Rs.10/-) on The Equity Share Capital of the Company for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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

In She preparation of the annual accounts, the applicable accounting standards have been followed and test ire mistral departures base been made from the same.

Your Directors have selected such accounting policies and applied them made judgments and estimated that are reasonable and present so as to give a there and fair view of the state of affairs of the state of affairs of the Company at the end of the financial year and of the profit of the company for that year

Your Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting Fraud and other irregularities.

Your Directors have prepared the attached statement of Accounts for the year ended March 31, 2011 on a going concern basis.

DIRECTORS.

The Board; of Directors has appointed Mr. Sandeep Arora as the Managing Director of the Company for a period of 3 years w.e.f. Q5/09/2QT.1. He will not draw any remuneration.

In accordance with. the provisions of the Companies Act, 1956 and: the Articles of Association: of the Company, Shri. JaspaJi Sing* Bnasin,, Director is liable to retire by rotation and being; eligible, after himself for re- appointment at the ensuing Annual General Meeting. Your Board recommends his re-appointment. : Mr. Manishi Nanda and Smt Kamali Arora was appointed as an Additional Director of the Company pursuant to sections 26® after Companies Act, 1956: w;ef, O1.09-2010 and: 13.1 2:2010 respectively. They holds office up to the date of. ensuing Arwruai General. Meeting of the Company. The Company has received notice from the members of the Company for their appointment as director of the Company. Your Beard recommends their appointment as a Director of the Company.

Mr. Surinder Pat Singh resigned from the Board of Directors w.e.f. 01.09.2010. Mr. Mohanlal Arora, Chairman and' Managing Detector* of the Company passed on 13.12.2010, The Board of Directors placed on record their appreciation for the valuable contribution made by them during their tenures with the Company,

Information! on the above Directors sought to be appointment/ re-appointments annexed to the Notice calling the Annual General Meeting pursuant to the requirement of Clause 49 of the Listing Agreement.

Your Directors recommend the appointment/re-appointment of the above Directors accordingly.

AUDITORS: M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the Company retires at the ensuing Annual General meeting and are eligible far re-appointment The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies; Act,. H95®. The members are requested to appoint the Auditors and authorise the Beard to fix their remuneration;..

FIXED DEPOSEFS:

During: the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 196© and rules made there under.

CORPORATE GOVERNANCE A Report on corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirement of Corporate Governance, as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Particulars as per sections 217 (2A) OF COMPANIES ACT, 1956

During the year under review; none of the employees of the Company was in receipt of remuneration aggregating Rs.60,00,OOO/- or more per annum, if employed throughout the year, or Rs.5,00,000/- or mare per month, in case employed far part of the year Hence, there are no particulars to be annexed to this report as required under Section 217(2A), of the Companies Act, 1956 and' the rules made there under:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUT GO

Particulars 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 are given in the Annexure to this report.

Acknowledgments:

Your Directors take this opportunity to place on record their appreciation towards banker, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levee far their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: Mumbai Sandeep Arora

Dated 05/09/2011- Chairman &

Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Nineteenth Annual Report on the business operations of the Company along with statement of Audited Accounts for the year ended 31st March 2010.

Particulars ( Rs. In Lacs )

Year Ended Year Ended

31st March 2010 31st March 2009

Income from operations 3299.10 3010.82

Profit before Interest & Depreciation 131.23 138.06

Interest 51.68 61.93

Depreciation 20.20 24.23

Profit Before tax 59.35 51.90

Less:

Provision for Tax 15.00 20.25

Provision for Deferred Tax Liability 3.17 (3.04)

Provision for Fringe Benefit Tax - 1.00

Profit after Tax available for Appropriation 41.19 33.69

Appropriation

Proposed dividend 30.31 -

Dividend distribution tax thereon 5.15 -

Surplus Carried to Balance Sheet 5.73 33.69

41.19 33.69



OPERATIONS:

During the year under review, the income from operations of the Company has been increased from Rs.3010.82 Lacs to Rs.3299.10 Lacs. The Operating Profit i.e. Profit before Interest, Depreciation and Tax has been registered at Rs. 131.23 Lacs. The net profit has been registered at Rs. 41.19 Lacs as against Rs. 33.69 Lacs of the previous year.

DIVIDEND:

Your Directors recommend Dividend of 5% (Rs. 0.50 per share on face value of Rs.10/-) on the Equity Share Capital of the Company for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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.

Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

Your Directors have taken proper and sufficient care or the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Your Directors have prepared the attached statement of Accounts for the year ended March 31, 2010 on a going concern basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri. S. P. S. Narula, Director is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board recommends his re-appointment.

AUDITORS:

M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the Company retires at the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirement of Corporate Governance, as also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs.24,00,000/- or more per annum, if employed throughout the year, or Rs.2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND OUTGO:

Particulars 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 are given in the Annexure to this report.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation towards banker, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.



For and on behalf of the Board

Place: Mumbai Mohan Lai Arora

Dated: 23rd August 2010 Chairman and Managing Director