Home  »  Company  »  Source Industries  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Source Industries (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the THIRTY FIRST ANNUAL REPORT together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS:

(Rs In Lakhs)

For the For the Particulars Year ended Year ended

2015 2014

Sales 6.91 4.66

Other Income 0.02 -

Total Income 6.93 4.66

Expenditure 12.62 13.78

Gross Profit / (Loss) (5.69) (9.12)

Less: Depreciation - -

Less: Finance Cost - 1.09

Loss for the year before tax (5.69) (10.21)

Income tax - -

Deferred Tax - -

Profit / (Loss) after tax (5.69) (10.21)

OPERATIONS:

The Company has recorded a nominal turnover when compared to the last fiscal, as the Company has decided to change the existing line of business and exploring on the new activity.

The Company is planning to enter into new segment this fiscal.

DIVIDEND:

Due to inadequate profits your Directors do not recommend any dividend for the Financial Year 2014-15

DIRECTORS

Mr. Lalit Kumar Gupta, Managing Directors of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, co-opted Smt. LAKSHMI NEKKANTI SATYASRI (DIN : 07223878), as an Additional Director of the Company with effect from 30th June, 2015, subject to the approval of the members, at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from the members along with requisite fees proposing Smt Lakshmi Nekkanti Satyasri for appointment as Director

The company has received declarations from all the Independent Directors of the Company confirming that they meet with 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. .

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit or loss of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2014-15 have been prepared on a going concern basis.

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company

RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Risk management is Not applicable to the Company

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s. Rakesh S Jain & Associates, Chartered Accountant, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 2 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. The Company is in receipt of confirmation from the Statutory Auditor that in the event of his re- appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2014-15.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per Clause 49 of the Listing Agreement for the transactions which are of a foreseen and repetitive nature. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is referred in Notes to Accounts.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. VNS Srinivasa Rao, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

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

A Statement of particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings is given as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is enclosed as Annexure A.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an Annexure B.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed K.Malleshwari Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure C" to this report.

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on corporate Governance for the year 2014-2015 and a certificate from the Auditors of the Company are furnished as a part of this Annual Report "Annexure D".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure E" to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as 'Annexure F' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.5, 00,000 per month or Rs. 60, 00,000 per annum during the Financial Year

LISTING FEE:

Your Company's shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

BOARD MEETINGS:

The Company has conducted 6 board meetings during the year on following dates with a gap not exceeding 4 months between any two meetings 30.05.2014, 14.08.2014, 29.09.2014, 13.11.2014, 13.02.2015, 31.03.2015

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board FOR SOURCE INDUSTRIES (INDIA) LIMITED

Sd/-

LALIT KUMAR GUPTA Managing Director

Place: Hyderabad Date: 12th August 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the THIRTIETH ANNUAL REPORT together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs In Lakhs) For the For the Particulars Year ended Year ended 2013-2014 2012-2013

Sales 4.66 231.96 Other Income - 0.05 Increase/(decrease) in finished goods/WIP - - Expenditure 13.78 216.94 Gross Profit / (Loss) (9.12) 15.07 Less: Depreciation - - Less: Finance Cost 1.09 2.66 Loss for the year before tax (10.21) 12.41 Income tax - - Deferred Tax - - Profit / (Loss) after tax (10.21) 12.41

REVIEW OF OPERATIONS:

The Company has recorded a nominal turnover when compared to the last fiscal, as the Company has decided to change the existing line of business and exploring on the new activity.

The Company is planning to enter into new segment this fiscal.

DIVIDEND:

Due to inadequate profits your Directors do not recommend any dividend for the Financial Year 2013-14

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

DIRECTORS

Sri Gajanand Gupta, Directors of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Sri Lalit Kumar Gupta is appointed as Managing Director of the company for a period of 3 years in the meeting held on 1st April, 2014

Pursuant to the provision of Section 149 and applicable provision of the Companies Act, 2013 read with rules thereon all independent directors of the company are seeking fresh appointment for 5 consecutive years commencing from ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2014 and of the profit and loss of the Company 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 this Act 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. PARTICULARS OF EMPLOYEES:

PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 2011 as amended from time to time.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s. Rakesh Jain & Associates, Chartered Accountant, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting.. The Company is in receipt of confirmation from the Statutory Auditor that in the event of his re-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2013-14.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. VNS Srinivas Rao Chartered Accountant, Hyderabad, as the Internal Auditor of your Company. The Internal Auditors are submitting their reports on quarterly basis.

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

A Statement of particulars of the Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Out go is given as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure- A

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an Annexure- B

CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor''s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed to this report as Annexure- C

SUBSIDIARY COMPANY:

A Statement pursuant to section 129 of the Companies Act, 2013. Along with the balance sheet and profit & Loss account of our subsidiary are attached to the annual report Annexure- D

LISTING FEE:

Your Company''s shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their appreciation for the continued contributions made by the employees at all levels.

For Source Industries (India) Limited)

Sd/- Sd/- Place: Hyderabad LALIT KUMAR GUPTA RITIESH KUMAR GUPTA Date: 14.08.2014 Managing Director Director


Mar 31, 2012

To The Members,

The Directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs In Lakhs) For the For the Particulars Year ended Year ended 2011-2012 2010-2011

Sales 559.52 662.30

Other Income 24.20 31.98

Increase/(decrease) in finished goods/WIP 0.33 1.26

Expenditure 567.46 708.64

Gross Profit/(Loss) 15.93 (15.62)

Less: Depreciation 78.31 78.31

Less: Interest

Loss for the year before tax (62.40) (93.93)

Income tax

Deferred Tax 22.17 21.61

Profit / (Loss) after tax 40.23 72.32

REVIEW OF OPERATIONS:

During the financial year under review the Company has not carried out the commercial productions in the textile segments and is working on various options to restart operations keeping in mind the changes happened in the industry of manufacturing of Acrylic Mink Blankets.

Whereas the Infrastructure Segment has recorded good turnover and has good future in coming years and is hopeful of getting new contracts in near future

DIVIDEND:

Due to absence of profits your Directors do not recommend any dividend for the Financial Year 2011-12

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the Financial Year.

DIRECTORS

Sri Gajanand Gupta and Sri Shyam Singh Mathur Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Relevant resolutions are proposed for your consideration.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the Financial Year ended 31st March, 2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2012 and of the profit and loss of the Company 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 this Act 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.

PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

AUDITORS:

The Company has received a notice under section 225 of the Companies Act, 1956 from a member proposing for the appointment of M / s Rakesh S Jain & Associates, Chartered Accountants, Hyderabad as Statutory Auditors in place of M/s. Laxminiwas & Jain, Chartered Accountants, Hyderabad the retiring auditors and who upon their appointment shall hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting at such remuneration as decided by the Board of Directors

The Company has received a certificate from M/s Rakesh S Jain & Associates, Chartered Accountant to the effect that their appointment, if made will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

EXPLANATION TO AUDITORS' OBSERVATIONS:

The Directors of your Company give the following explanations in respect of the qualifications made in the Auditor's Report.

1. With regard to Clause (i) regarding non confirmation / reconciliation of balances of loan and advances and bank balances, attention of members is drawn that the Company is under the process Reconciliation.

2. With regard to interest on Unsecured Loans in Clause f (ii) and clause (6) of the Auditors Report, attention of members is drawn that these amounts are contributed as part of restructuring scheme wherein it will converted into equity shares

3. With regard to Impairment loss on the assets in Clause f (iii) of the Auditors Report, attention of members is drawn that Company expects substantial reduction in value of its assets than the carrying amount but in absence of technical reports from experts no provision is made on account of such impairment in value of assets.

4. With regard to point no 9 (a) in the annexure to Auditors Report, attention of members is drawn that the Company is under the process of transferring the funds into Investor Education Fund.

SUBSIDIARY COMPANY:

During the Financial year 2010 -11 your Company has acquired 100% Equity share Capital of M/s Akshralay Enterprises Limited, Consequent to which said Akshralay Enterprises Limited has become a Wholly Owned Subsidiary of your Company.

A Statement pursuant to section 212 of the Companies Act, 1956. Along with the balance sheet and profit & Loss account of our subsidiary are attached to the annual report.

EXTENSION FOR CONDUCTING ANNUAL GENERAL MEETING

The Board of Director in the meeting held on 14th August 2012 has made an application with Registrar of Companies, Andhra Pradesh for seeking the extension for 3 Months for conducting the 28th Annual General Meeting of the Company and the ROC has approved the 3 months extension.

CHANGE OF NAME AND OBJECT OF THE COMPANY

During the Financial year under review the company has changed the name from M/s Tirumala Seung Han Textiles Limited to M/s Source Industries (India) Limited and has altered the objects clause of the Company and has received the necessary approvals

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

A Statement of particulars of the Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Out go is given as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-A

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an Annexure-B

CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure-C to this report.

LISTING FEE:

Your Company's shares are presently listed on the Ahmedabad Stock Exchange Limited, BSE Limited; Kolkata Stock Exchange Limited. Your Company is regular in paying the listing fee to the BSE Limited.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their appreciation for the continued contributions made by the employees at all levels.

For and on behalf of the Board Sd/- Sd/- LALIT KUMAR GUPTA RITIESH KUMAR GUPTA Managing Director Director

PLACE: Hyderabad

Date : 20.10.2012


Mar 31, 2010

The Directors have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs In Lakhs)

Particulars For the For the Year ended Year ended 2009-2010 2008-2009

Sales 7.06 1.64

Other Income 91.80 21.84

Extraordinary Item

Increase/(decrease) in finished goods/WIP (7.06) (6.14)

Expenditure (14.81) (32.52)

Gross Profit/(Loss) 76.99 (15.18)

Less: Depreciation (78.62) (80.17)

Less Interest - (0.03)

Profit for the year (1.63) (95.38)

Less: Prior Period Expenses

Profit/(Loss) for the year before tax (1.63) (95.38)

Income tax

Deferred Tax 20.58 8.59

Profit / (Loss) after tax 18.94 (86.79)

Balance of profit / (Loss) brought forward (647.03) (560.24)

Surplus (Loss) transferred to Balance Sheet(628.09) (647.03)

REVIEW OF OPERATIONS:

During the financial year under review the Company has not carried out the commercial production.

INDUSTRY OUTLOOK:

Board of Directors are considering various options to carryout the operations keeping in mind the changes happened in the industry of manufacturing of Acrylic Mink Blankets.

DIVIDEND:

Due to absence of profits your Directors do not recommend any dividend for the Financial Year 2009-10.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the Financial Year.

DIRECTORS

Sri Ritesh Kumar Gupta, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the Financial Year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2010 and of the profit and loss of the Company 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 this Act 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.

PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. Laxshminiwas & Jain, Chartered Accountants, the statutory auditors of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

EXPLANATION TO AUDITORS OBSERVATIONS:

The Directors of your Company gives the following explanations in respect of the qualifications made in the Auditors Report.

1. With regard to Clause f (i) and f (ii) regarding non provision of amounts for long pending debtors and loans and advances, Directors are hopeful of recovering the same and hence no provision is made.

2. With regard to Clause f (iii), the Note No II (6) in Schedule 16 is self explanatory.

3. With regard to interest on Unsecured Loans in Clause f (iv) of the Auditors Report, attention of members is drawn to point no: II (8) respectively in the Notes to Accounts which are self explanatory.

4. With regard to Impairment loss on the assets in Clause f (v) of the Auditors Report, attention of members is drawn to point no: II (10) respectively in the Notes to Accounts which are self explanatory.

5. With regard to point no (1) (a) in the annexure to Auditors Report, attention of members is drawn to the fact that due to inadequate staff the fixed assets register was not updated.

6. With regard to point no (7) in the annexure to Auditors Report, attention of members is drawn to the fact that due to continuous financial crisis the Company could not appoint internal auditors.

7. With regard to point no (9) (a) in the annexure to Auditors Report, attention of members is drawn to the fact that due to the subsisting financial crisis the Company was not in a position to clear the same.

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

A Statement of particulars of the Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Out go is given as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure—A

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an Annexure-B

CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditors Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - C to this report.

LISTING FEE:

Your Companys shares are presently listed on the Ahmedabad Stock Exchange Limited, Bombay Stock Exchange Limited, Calcutta Stock Exchange Association Limited your Company is regular in paying the listing fee to the Bombay Stock Exchange Limited.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their appreciation for the continued contributions made by the employees at all levels.

FOR AND ON BEHALF OF THE BOARD

Sd/- GAJANAND GUPTA Chairman

PLACE: Hyderabad Date : 05-08-2010

Find IFSC