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Directors Report of Sturdy Industries Ltd.

Mar 31, 2015

Dear Members,

Yours directors have pleasure in presenting their 26th (Twenty Third) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS (Rs. In lacs)

PARTICULARS 31.03.2015 31.03.2014

Revenue from Operation 43100.46 84155.69

Other Income 174.88 156.20

Expenses' 45868.73 86319.44

Profit(Loss) before tax (2593.39) (2007.55)

Deferred Tax (531.88) 185.18

Loss from the Period (2061.50) (2192.74)

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the financial year under review, the Company's performance has been decreased as compared to the previous year. During the year, the company has achieved turnover including (income from other sources) of Rs. 43275.34 lacs. However the expenditure side of the Company has proportionally increased to Rs. 45868.73 lacs. Resultantly, the company has incurred a loss of Rs. 2061.50 lacs. Your management is striving hard to improve the financial position of the Company by devising effective marketing plans and strategies

DIVIDEND

Since the company has not earned any profit during the year hence the Company is unable to declare any dividend for this year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (Bombay Stock Exchange Ltd.) and the Company has paid the Annual Listing Fees to BSE for the financial year 2014-15 as well as for 2015-16.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Company has no subsidiaries, associates and joint venture companies. Henceforth, a statement of the subsidiary Companies/ Associate Companies/Joint Ventures as per Form AOC-1 is not required.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in Form MGT -9 for the Financial Year 2014-15 has been enclosed with this report as Annexure 1.

NUMBER OF BOARD MEETINGS

The detail of number of meetings of the Board held during the financial year 2014-15 forms part of the Report on Corporate Governance in terms of Clause 49 of the Listing Agreement.

DIRECTOR'S RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT.2013:

In accordance with the provisions of section 134(5) the Board confirm and report that: —

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION & REMUNERATION COMMITTEE POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is explained in the Report on Corporate Governance prepared in accordance with Clause 49 of the Listing Agreement.

RE-APPOINTMENT OF INDEPENDENT AUDITOR

M/s B.M. VARMA & CO., Chartered Accountants, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Himanshu Sharma & Associates, Company Secretary in Practice (C.P. No. 11553) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR.-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annexure 2 and forms an integral part.

Following are the reply in respect of the Auditor observations:-

Auditor Observation Reply

Notice of Annual General Notices were dispatched Meeting was not the due within course except in sent in clear 21 days as the certain Address of per the case where the the shareholders were not requirement of Companies properly available. Act 2013 and Listing Agreement

BSE has imposed penalty due This matter is under process. to timely non submission The penalty was imposed by of notice of annual general BSE due to non filing of Annual meeting under clause 41 of on time with BSE. listing Report agreement which is under protest.

Till date company has not Form will be filled shortly filed MGT-14 in as the Digital Signatures of Authorized respect of Secretarial Auditor signatories were and Internal Auditor. not available.

Company has not appointed Company has already taken Company Secretaries as per up this matter with various the provision of Section placement agencies as due to 203 of the Companies Act 2013. the Industrial area and away from Metro City it is difficult for the company to retain professional on long term.

Company has not appointed Company has already shortlisted Chief Financial Officer as some of the profile for this per the provision of Section Post and the same will be 203 of the Companies Act 2013. appointed in near term.

Company has not filed on time As due to the non availability resolution in approval of Annual of Full time respect of the Accounts Section 117 and professional and non clarity Companies Act, 2013 on time of the new as per the provisions with the Registrar of Companies. of provisions of the Companies Act, 2013 this 179 of the delay caused. Now the same has been filled with the Authorities with slight Additional fees.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Complete details of Loans, Guarantees and Securities, and Investments covered under Section 186 of the Companies Act, 2013 given during the year under review is provided below:

Details of Loans:

S Date Detail Amou Purpose Time Date Date Rate Securit r of s of nt for which perio of BR of of y N maki Borro the loan is d for SR Inte o ng wer to be which (if res loan utilized by it is reqd) t the given recipient

NIL

Details of Investments:-

SL Date of Details of Amou Purpose for Date of Expected N invest Investee nt which the SR (if rate of 0 ment proceeds from reqd) return investment is proposed to be utilized by the recipient

1 2005-06 Investment Rs. Not yet realized NA Not in Equity 54996 Known Instrucments 0/-

2. 2007-08 Investment Rs. Not yet realized NA Not in Mutual 11000 Known Funds 00/-

Details of Guarantee / Security Provided:

SL Date of Detail Amou Purpose for N providing s of nt which the 0 security/guar recipi security/guaran antee ent tee is proposed to be utilized by the recipient

1 21/06/2012 Tirup Rs. 14 Working ati Cr. Capital Alumi Requir- nium ements Ltd

2 30/05/2013 Tirup Rs. Working ati 30.40 Capital Alumi Cr. Requirements nium Ltd

SL Date of Date of Date of Commissi N providing BR SR (if on 0 security/guar any) antee

1 21/06/2012 10/05/201 NA NA 2

2 30/05/2013 25/5/2013 NA NA

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report as Annexure 3.

AMOUNTS TRANSFERRED TO RESERVES

Due to the losses no amount has been transferred to the reserve of the Company.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed or unpaid amount is lying in the Books of the company which is to be transferred to Investor Education & Protection Fund.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

RISK MANAGEMENT POLICY

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

CORPORATE SOCIAL RESPONSIBILITY

The Provisions relating to Section 135 of the Companies Act, 2013 are not applicable to the Company.

MACHANISM FOR EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured procedure was adopted after taking into consideration of the various aspects of the Board's functioning composition of the Board and its committees, execution and performance of specific duties, obligations and governance.

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

DIRECTORS

Pursuant to the provisions of Section 149 and other applicable provisions, if any of the Companies Act, 2013 , Mrs. Satya Bhama has been appointed as the Women Directors of the Company .

Further , pursuant to the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Asssociation of the Company, Mr. Mohan Lal Gupta, Managing Director of the Company , liable to retire by rotation at the ensuing Annual General Meeting offers himself for re- appointment. The brief resume of Mr. Mohan Lal Gupta, who is proposed to be re- appointed, is provided in the Report on Corporate Governance.

DEPOSITS

The following details of deposits, covered under Chapter V of the act:

I. Deposits Accepted during the year; NIL

II. Remained unpaid or unclaimed as at the end of the year; NIL

III. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

NIL

IV The details of deposits which are not in compliance with the requirements of Chapter

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant and material orders passed by the Regulators and courts that would impact the going concern status of the Company and its future operations.

CHANGES IN SHARE CAPITAL, IF ANY

The authorized share capital of the Company is Rs. 185,000,000 (Rupees Eighteen Crores and Fifty lacs only) divided into 82,500,000 (Eight Crore Twenty Five Lacs) Equity Shares of Rs. 2/- each and 2,00,000 (Two lacs) Preference Shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the company is Rs 148,617,920/- divided into 64,308,960 equity shares of Rs. 2/- and 2,00,000 Preference shares of Rs. 100/- each.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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

The information required under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" is given in the Annexure - 4 forming an integral part of this Report.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted reputed firms of Chartered Accountants. The main trust of internal audit is to test and review controls, appraisal of risks and business processes, beside benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed with this report as Annexure --5.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

During the year under review the Managing Director and Whole time Director neither received any Commission nor any remuneration from Company's Holding or Subsidiary Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Report on Management Discussion and Analysis, pursuant to Clause 49 of the Listing Agreement is annexed to this report as Annexure - .

CORPORATE GOVERNANCE

The Company has complied with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited during the year ended on 31st March, 2015 as per Report on Corporate Governance annexed and a Certificate from the Auditors to this effect for the year ended on 31st March, 2015 is also enclosed with this report.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records. The Company has appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2014-15

The cost audit report for financial year end 31st March, 2015 will be filed with Central Government in due course.

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March, 2015 is annexed hereto.

PERSONNEL

Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, hard work, solidarity and co-operation, have enabled the Company to withstand the impact of slowdown.

TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavor to build and nurture strong links based on mutuality, respect and co-operation with each other and consistent with customer interest.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities, for their continued support.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS



Sd/- sd/- (MOHAN LAL GUPTA) RAMESH GUPTA PLACE: Baddi (DIN NO. 00161184) (DIN NO. 00161363) DATE : 30/05/2015 MANAGING DIRECTOR DIRECTOR




Mar 31, 2014

Dear shareholders

The Directors have pleasure in presenting the Annual Report for the financial year ended 31st March 2014.

Financial results:

The financial performance of the Company for the year ended 31st March 2014, is summarized below:-

In lacs

PARTICULARS 31st March 2014 31st March 2013

Income from Sales 84155.69 83512.50

Other income 156.19 138.01

Total income 84311.88 83650.51

Operating expenditure 83972.28 81432.60

Profit before interest, tax and 339.60 2217.91 dep.

Interest 1848.11 1297.63

Depreciation 499.04 496.48

NET PROFIT BEFORE TAX (2007.55) 423.80

Provision for taxes - 84.85

Deferred Tax 185.17 184.21

NET PROFIT AFTER TAX (2192.73) 154.74

Paid-up share capital 1486.18 1486.18

Results of operations:

During the financial year under review, the Company''s performance has decreased during the year. During the year, the company has achieved record turnover including income from other sources) of Rs. 84311.88 lacs. However the expenditure of the Company has increased from Rs. 83226.71 lacs to Rs. 86319.44 lacs. Resultantly, the company has incurred a loss of Rs. 2192.73 lacs. Your management is striving hard to improve the finanacial position of the Company by devising effective marketing plans and strategies.

Primary segments of the Company are as under:

Pipes, sprinkler, drip irrigation systems and others.

Aluminum composite sheets

ABC Cables and Aluminium Conductors Share capital :-

The authorized share capital of the Company is Rs. 185,000,000 (Rupees Eighteen Crores and Fifty lacs only) divided into 82,500,000 (Eight Crore Twenty Five Lacs) Equity Shares of Rs. 2/- each and 2,00,000 (Two lacs) Preference Shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the company is Rs 148,617,920/- divided into 64,308,960 equity shares of Rs. 2/- and 2,00,000 Preference shares of Rs. 100/- each.

DIRECTORS

There has been no change in the directorship of the Company during the financial year under review. However pursuant to the provisions of Section 149 and other applicable provisions, if any of the Companies Act, 2013 , Mr. Devinder Kumar Sharma and Mr. Ashok Om Prakash Bhatia has been proposed to be appointed as the independent Directors of the Company for a period of five years commencing from 30th September, 2014.

Further , pursuant to the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Asssociation of the Company, Mr. Ramesh Gupta, Director of the Company , liable to retire by rotation at the ensuing Annual General Meeting offers himself for re- appointment. The brief resume of Mr. Ramesh Gupta, who is proposed to be re-appointed, is provided in the Report on Corporate Governance.

Dividend

Since the Company has not earned any profits during the year hence the Company is unable to declare any dividend for this year.

Corporate Social Responsibilty

The Provisions relating to Section 135 of the Companies Act, 2013 are not applicable to the Company.

Corporate Governance

A report on the corporate Governance is attached as an annexure to this report Directors'' responsibility statement

Pursuant to the provisions of Sub-Section (2AA) of Section 217 of the Companies Act, the Directors confirm that:

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

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

iii. The Directors had 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. The Directors have prepared the annual accounts on going concern basis.

Public deposits

The Company has neither accepted any deposit from the public nor renewed the same which fall within the ambit of Section 58A, 58AAA of the Company''s Act, 1956, and the rules framed thereunder.

Particulars of the employees

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, is not required as none of the Directors/employees was in receipt of remuneration of Rs. 5,00,000 or more per month or Rs. 60,00,000 per annum in the aggregate.

Auditors

M/s B. M. VARMA & CO., Chartered Accountants, who were appointed as the Statutory Auditors of the company, there term of office comes to the end at the conclusion of the ensuing Annual General Meeting. Based on the eligibility certificate given by the said auditors under Section 141 of the Companies Act, 2013, the Board of Directors resolved to recommend the appointment of M/s B. M. VARMA & CO., Chartered Accountants as the Statutory Auditors of the company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 2nd Consecutive Annual General Meeting of the Company to be held for the financial year 2016- 17(subject to ratification of their appointment at every AGM) at such remuneration and out of pocket expenses as may be decided by the Board in consultation with M/s B. M. VARMA & CO., Chartered Accountants.

Notes on Accounts

The observations of the Auditors on the notes on accounts are adequately explained to the Company through the section Notes on Accounts. Hence, no separate comments are required by the Directors on the Report of the Statutory Auditors.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and out go

Pursuant to the provisions of Section 217 of the Companies Act, 1956 and rules thereunder, the required information is given in the Annexure -A to this Report.

Industrial relations

The overall industrial relations have remained cordial throughout the year under review.

Acknowledgement

Your Directors wish to place on record their deep gratitude to the Departments of State/Central Governments, (Specially the State of Assam) banks and other concerned authorities, for their valuable co-operation and assistance. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and the employees of the Company which had always been a source of strength for the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dated: 14.07.2014 M.L. Gupta Ramesh Gupta

Place: Baddi Managing Director Director

DIN:00161184 DIN:00161363


Mar 31, 2013

To Dear shareholders

The Directors have pleasure in presenting the Annual Report for the financial year ended 31st March 2013

Financial results: The financial performance of the Company for the year ended 31 st March 2013, is summarized below:-

In Lacs

PARTICULARS 31st March 2013 31st March 2012

Income from Sales 83512.50 69727.67

Other income 138.01 142.91

Total income 83650.51 69870.58

Operating expenditure 81432.60 67617.63

Profit before tax and dep. 2217.91 2252.95

Interest 1297.63 1332.33

Depreciation 496.48 201.02

NET PROFIT BEFORE TAX 423.80 719.60

Provision for taxes 84.85 150.00

Deferred Tax 184.21 -7.68

NET PROFIT AFTERTAX 154.74 577.28

Paid-up share capital 1486.18 1286.18

Results of operations:

During the financial year under review, the Company''s overall performance has been remarkable and growth worthy. The plans and policies perceived by the management since implemented in time frame manner, proved to be the most valuable tools in achieving the desired/projected results. During the year, the company has achieved record turnover ( including income from other sources) of Rs. 83650.51 Lacs (increased by 20%) against an expenditure amounted Rs. 83226.71 Lacs. Resultantly, the surplusof the company is Rs. 154.74 lacs.

STURDY INDUSTRIES LIMITED 4

Your management is totally engrossed in planning and implementing the new projects and as wel as undertaking the expansion at a very low investment. The diversification plans which arc th needs of day are being taken up in a phased manners and schedules. Your management hopes achieve better and most profi table results in the near fu ture.

Segment reporting:

Primary segments of the Company are as under:

# Pipes, sprinkler, drip irrigation systems and others.

© Aluminum composite sheets ABC Cables and Aluminium Conductors

Share capital :-

The authorized share capital of the Company is Rs. 185,000,000 (Rupees Eighteen Crores and Fifty lacs only) divided into 82,500,000 (Eight Crore Twenty Five Lacs) Equity Shares of Rs. 2/-each and 2,00,000 (Two lacs) Preference Shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the company has been increased from Rs. 128,617,920/- to Rs 148,617,920/-divided into 64,308,960 equity shares of Rs. 2/- and 200,000 Preference shares of Rs. 100/- each. The company has allotted 10,000,000 equity shares on conversion of fully paid-up convertible warrants to the promoters and non-promoters on preferential basis during the financial year under review.

Dividend

Your management has decided to retain all the internal accruals and to utilize the same in the expansion of business and future projects.

Corporate Governance

A report on the corporate Governance is attached as an annexure to this report

Directors

The Board of Directors of the Company is duly constituted and comprises of highly qualified and experienced professionals in their respectionals.

Further in terms of the provisions of section 256 of the Companies Act, 1956 and those of the Articles of Association of the Company, Mr. Amit Gupta, retires by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for the re-appointment. The brief resume of Mr. Amit Gupta, who is proposed to be re-appointed, is provided in the Report on

Corporate Governance.

Directors'' responsibility statement

Pursuant to the provisions of Sub-Section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm that:

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

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

iii. The Directors had 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. The Directors have prepared the annual accounts on going concern basis. Public deposit

The Company has neither accepted any deposit from the public nor renewed the same which fall within the ambit of Section 58A, 58AAA of the Company''s Act, 1956, and the rules framed thereunder.

Particulars of the employees

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, is not required as none of the Directors/employees was in receipt of remuneration of Rs. 5,00,000 or more per month or Rs. 60,00,000 per annum in the aggregate.

Auditors

M/S B.M. VARMA & CO., Chartered Accountants, the statutory auditors of the company, retires at the ensuing Annual General Meeting of the company and being eligible offered themselves for re-appointment as the Statutory Auditors of the company. The company has received a certificate from them as required under the provisions of section 224 (1) (B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment with the meaning of Section 226 of the companies act 1956.

Your Board considered and accordingly recommends the re-appointment of M/S B.M. VARMA &: CO., Chartered Accountants as the Statutory Auditors of the company for the financial year ending on31st March, 2014.

Notes on Accounts

The observations of the Auditors on the notes on accounts are adequately explained to the Company through the section Notes on Accounts. Hence, no separate comments are required by the Directors on the Report of the Statutory Auditors.

Particulars of conservation of energy; technology absorption and foreign exchange earnings and out go

Pursuant to the provisions of Section 217 of the Companies Act, 1956 and rules thereunder, the required information is given in the annexure -A to this Report.

Industrial relations

The overall industrial relations have remained cordial throughout the year under review. Acknowledgement

Your Directors wish to place on record their deep gratitude to the Departments of State/Central Governments, (Specially the State of Assam) banks and other concerned authorities, for their valuable co-operation and assistance. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and the employees of the Company which had always been a source of strength for the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dated: 27.08.2013 Amit Gupta Ramesh Gupta

Place: Baddi Director Director

 
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