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Directors Report of Tulsi Extrusions Ltd.

Mar 31, 2015

The Directors have great pleasure in presenting the 21st Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2015:

FINANCIAL RESULTS

PARTICULARS Year ended Year ended March 31 2015 March 31 2014 Rs. in Crores Rs. in Crores

Gross Turnover Including other income 88.62 82.71

Profit before Interest, Depreciation and Tax (40.29) (58.73)

Less: Interest and financial charges 16.55 19.85

Depreciation 7.01 6.13

Profit Before Tax (63.86) (84.71)

Less: Exceptional Items - -

Provision for Current & Old Tax 0.40 0.05

Provision for Deferred Tax 0.57 0.87

Less: Extraordinary Item 19.31 6.77

Net Profit available for appropriation (84.13) (92.40)

Add: Profit Transfer From Last Year (77.87) 14.00 Appropriations:

Dividend on equity shares - -

Dividend Distribution Tax - -

Balance Carried Forward to Balance Sheet (162.00) (71.48)

OVERVIEW OF THE FINANCIAL PERFORMANCE

- The company sold 7584.90 MT of Plastic goods and achieved net product turnover of Rs. 88.19 Crores during the current year against sale of 5763.30 MT and net product turnover of Rs. 81.38 Crores in the previous year.

Total Income/Loss and Operating Profit/Loss for the year amounted to Rs. -84.13 Crores and -91.52 Crores as compared to for the previous year, recording a decrease loss of 8.78%

PERFORMANCE AND BUSINESS OPERATIONS

The global economy in the Financial Year (FY) 2014-15 improved slowly, but was short on expectations. Several European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. The U.S. economy improved marginally, driven mainly by housing and the consumer sectors; however, capital investments remained sluggish. Among the Asian economies, China going through a political transition experienced considerably slow growth. Declaration in industrial output and exports weakened India's economic growth significantly.

FY 2014-15 proved to be a challenging year and too for the company. The company performance was under expected and company had applied for restructuring of Loans from its Lead Banker in view of good future.

Despite of the global challenges, there was always good demand for the PVC products as PVC piping is one of the world's most sustainable products, making it ideal for long-term term use in underground infrastructure.

BUSINESS EXPANSION

The company is exclusively dealing with PNB for entire working capital requirements. In the year 2011 the company was sanctioned Term loan of 128.50 Crores by consortium of banks led by PNB and other banks Allahabad bank and UCO bank. The share of PNB was 60 Crores; Allahabad was of 40 Crores and UCO bank Rs 28.50 in the consortium. Term Loan was taken to undertake expansion by adding the capacity of existing plant by adding new machinery of existing machineries for manufacture of PVC injection, molded fittings, HDPE Sprinkler System, inline drip irrigation System, LLDEP fittings for micro irrigation pellet including fruits and vegetables crates.

Due to delay in acquisition of land on account of proposed expansion of Jalgaon Airport, the company had to acquire an alternate Site at Village Paldhi Dist Jalgaon. The UCO Bank delayed revalidation of sanction and finally they declined their sanction for the revalidation of their share of the term loan after execution of joint documents. So the mega project was abnormally delayed and the company suffered huge financial losses and business activity remained on very low scale during the current financial year.

To arrest further losses and to ensure that the unit starts generating profit again, the company decided to shelve Mega project and utilize the machinery purchased at existing project.

DIVIDEND

The Board does not recommend any dividend for the year ended March 31, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 Mr. Jayaprakash B Kabra, (Holding DIN. 01199314) and Mr. Omprakash S Jhavar, (Holding DIN. 00993808) a Non Executive Director liable to retire by rotation, who being eligible for reappointment offer himself for reappointment, be here by re-appointed as Independent Director of the Company.

Ms. Chetna R Nannavare, (Holding DIN. 07174167) who was appointed as an Additional Director of the company with effect from 31-03-2015 under Section 161 of the Companies Act, 2013, be and is hereby appointed as an Independent Women Director of the Company to hold office for term five consecutive years commencing from 31-03-2015.

The Company has received declaration from all the Independent Directors of the company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act 2013, and under clause 49 of the Listing Agreement with Stock Exchange Mr. Sanjay R Taparia, CEO and Mr. B V Pandey (General Manager) were appointed as key Managerial Personnel of your company, in accordance with the provisions of Section 203 of the Companies Act 2013.

FIXED DEPOSITS

The Company during the year under review has not accepted any deposits from Public under the Companies (Acceptance of Deposits) Rules 1975. The Company had no unclaimed (overdue) deposits as on March 31, 2015.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings:

The Board of Directors met 12 times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

The Company has devised criteria for performance evaluation of independent Directors, Board/ Committees, and other individual Directors which includes criteria for performance evaluation of

COMMITTEES OF THE BOARD

Tulsi has three Board level committees:

- Audit Committee

- Nomination and Reumeration Committee

- Stakeholder relationship committees

The details of the said committees are elaborated in corporate governance report.

Non-Executive Director and Executive Director, Performance evaluation has been carried out as per Nomination & Remuneration Policy.

A separate excise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualification, knowledge, skill and experience in the respective field, honesty, integrity, ethical behavior and leadership, Independence of Judgment, Safeguarding the interest of the Company, attending the meeting regularly understanding the business, regulatory, competitive and social environment , understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberation, ability to identify the cost benefits and implications of Board decisions etc.

The Board has, on the recommendation, of the Nomination & Remuneration committee, framed a Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.

RISK MANAGEMENT POLICY

Your Company has put in place a well designed Risk Management Policy. The policy has adequately systematized risks identification, assessment, monitoring and controlling processes and the same are working fine.

Notwithstanding above, the Management desires to further strengthen the framework by improving present practices of risk assessment, monitoring and controlling by implementing latest techniques in monitoring and governance. With this end in mind, the Company has appointed a professional firm, to evaluate current risk management practices of the Company and suggest overall changes and improvements to achieve structured risk governance.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and system.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments

CORPORATE GOVERNANCE

The company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of Companies Act 2013 read with Rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 as amended rules are not applicable to the company and hence not provided. There are no employees who come under the purview of section 197 (12).

Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of section 134(3)( C ) read with Section 134(5) of the companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March 2015 and state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures from the same;

ii) the Directors have selected such accounting policies and applied consistently and made judgment 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 31st March 2015 and of the profit of the company for the year ended on that date;

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

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

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

INTERNAL CONTROL SYSTEM

The Company has in place Internal Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the company for inefficiency or inadequacy of such controls.

Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

AUDITORS

M/s K.K. Kabra & Co., Chartered Accountants, (Firm Registration Number 104493W) the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 139(1) of the Companies Act, 2013. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the Company for the year 2015-16.

AUDITORS' REPORT

Note on financial statement referred to in the Auditor's Report is self- explanatory.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

The Net worth of the company has been fully eroded. Company Loan Account declare as NPA in September 2014 and Company have failed to pay interest and principal loan amount borrowed from bank (Punjab National Bank, Allahabad Bank). Bank has initiated collection of its dues and has announced auction of company property as on 19th June 2015, against which company has filed a stay petition in court and also filed objection against Bank and submitted restructuring proposal to bank. Bank also offered to your company in OTS Scheme, which affect the financial position of the company or may require disclosure.

SUBSIDIARY COMPANY

The Company had only one foreign wholly owned subsidiary i.e. Tulsi International FZE, Sharjah, UAE, which was closed down in the 3rd Quarter and company has reported the same.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 The Board has appointed M/s Milan Mehta & Associates., Company Secretaries (C.P. No 6401), to conduct Secretarial Audit for the financial year 2014- 15.

Secretarial Audit Report issued by M/s Milan Mehta & Associates., Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial Year 2014-15, year company has entered in to transactions with related parties as defined under Section 2 (76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014 which were in the ordinary course of business & on arm's length basis & in accordance with the provisions of the Companies Act, 2013 Rule issued there under & Clouse 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note- 44 to the standalone financial statement forming part of this Annual Report.

The Form AOC-2 pursuant to section 134 (3) (h) of the Companies Act read with Rule 8(2) of the Com (Accounts) Rule, 2014 is set out as Annexure VI to this Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to pro mechanism which ensures adequate safeguards to employees and Directors from any victimized rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresent any, financial statements and reports, etc.

COST AUDITOR

Company has appointed Sushil Kumar Mantri & Associates, Cost Accountants for conducting cost a the financial year 2014-15 & 2015-16.

CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chairman and Director affirming compliance for the Financial Year 2 with the Company's Code of Conduct by the Directors and Senior Management as required under 49 of the Listing Agreement with Stock Exchanges, is annexed and forms part of the Directors' Re

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo re to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Com (Accounts) Rule, 2014 is annexed herewith as Annexure-I to this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMETS AD SECURITIES

The company has not given any loans, directly or indirectly or guarantees or provided any security or any investment covered under section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the init undertaken by the company on CSR activities during the year are set out in Annexure of this Report format prescribed in the Company's Corporate Social Responsibility Policy 2014. (Annexure VII)

OTHER DISCLOSURES

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the company from the local authorities, banker, customers, suppliers and business associates and deep sense of appreciation for the committed services by the executives, staff and workers of the Company.. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Om Prakash Jhavar

(Chairman)

Place: Jalgaon

Date: 03rd September 2015

CIN: L29120MH1994PLC081182

TEL NO: 0257-2272732

FAX No: 0257-2210052

E-mails: contact@tulsigroup.com

Website: www.tulsigroup.com


Mar 31, 2013

To The Shareholders

The directors have pleasure in presenting the 19th Annual Report on the business and operations of your Company together with the Audited Statement of Financial Statements for the year ended March 31, 2013:

FINANCIAL RESULTS

PARTICULARS Year ended Year ended March 31 2013 March 31 2012 Rs. in Crores Rs. in Crores

Gross Turnover Including other income 197.93 187.78

Proft before Interest, Depreciation and Tax 23.88 22.52

Less: Interest and fnancial charges 15.94 15.13

Depreciation 4.47 4.30

Proft Before Tax 3.48 3.09

Less: Exceptional Items

Less:

Provision for Current & Old Tax 0.67 0.29

Provision for Deferred Tax 0.51 0.60

Net Proft available for appropriatio 2.30 2.21

Add: Proft Transfer From Last Year 11.70 9.49

Appropriations:

Dividend on equity shares

Dividend Distribution Tax

Balance Carried Forward to Balance Sheet 14.00 11.70

PERFORMANCE AND BUSINESS OPERATIONS

The global economy in the Financial Year (FY) 2012-13 improved slowly, but was short on expectations. Several European economies experienced recession due to high unemployment, banking fragility, fscal tightening and sluggish growth. The U.S. economy improved marginally, driven mainly by housing and the consumer sectors; however, capital investments remained sluggish. Among the Asian economies, China going through a political transition experienced considerably slow growth. Deceleration in industrial output and exports weakened India''s economic growth signifcantly.

FY 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed reasonably well and the highlights of the performance is as under;

1. The revenue from operations of the company witnessed growth of 4.54%. The fgures were 197.93 Crores in comparison to 187.78 Crores.

2. The EBIDT (Earning before Interest, Depreciation and Tax) of the company has increased from Rs 22.52 Crores to Rs 23.88 Crores, which shows a increase of 6.04%.

3. Proft before tax during 2012-13 was Rs.3.48 Crores as compared to Rs.3.09 Crores during 2011-12, which shows a increase of 12.62%.

Despite of the global challenges, there was always good demand for the PVC products as PVC piping is one of the world''s most sustainable products, making it ideal for long-term term use in underground infrastructure.

However, this year saw signifcant material cost infation in the second half, driven primarily by spiraling crude oil prices and depreciation of rupees in comparison to dollar. Prices of Resin and Granules, which constitute 75% of our Material Cost Base, were adversely impacted. However, your Company continues to strive for operating cost optimization through a series of initiatives in product mix rationalization, vendor development and factory technological up gradation. Resultantly, there was a slight improvement in the operations and PBT was increased.

BUSINESS EXPANSION

Seeing towards the wide market in Pipe Industry, company is planning to expand its business by relocating its factories, accompanying with machines of latest technology and exploring itself with new varieties of goods like chairs, Furniture and brass ftting.

Present Status of the Project

- Till date the company has already purchased land measuring approximately 67.71 Acers at Pahur, Nashirabad and Jalgaon

- The company is planning to acquire plant & Machinery of Latest Technology from various giants of technology and it has already placed order of it. Various machines has been received by the company and it is shown in the face of Balance sheet under the head of Fixed Assets held for Mega Project.

- Construction and related civil work is at its completion level. DIVIDEND

The Board does not recommend any dividend for the year ended March 31, 2013.

FIXED DEPOSITS

The Company during the year under review has not accepted any deposits from Public under the Companies (Acceptance of Deposits) Rules 1975. The Company had no unclaimed (overdue) deposits as on March 31, 2013.

INSURANCE

The Fixed Assets and Stocks of the Company are adequately insured.

RISK MANAGEMENT FRAMEWORK REVIEW

Your Company has put in place a well designed Risk Management Policy. The policy has adequately systematized risks identifcation, assessment, monitoring and controlling processes and the same are working fne.

Notwithstanding above, the Management desires to further strengthen the framework by improving present practices of risk assessment, monitoring and controlling by implementing latest techniques in monitoring and governance. With this end in mind, the Company has appointed a professional frm, to evaluate current risk management practices of the Company and suggest overall changes and improvements to achieve structured risk governance.

DIRECTORS

Mr. Rajesh Jhunjhunwala stepped down from the Board with effect from 15th February, 2013. The Board records its deep appreciation of the valuable services rendered by Mr. Jhunjhunwala during his long association with the company.

Mr. Vivek M. Pingle was inducted as an additional director with effect from 1st January, 2013 and holds offce upto ensuing annual general meeting of the Company. The Company has received notice from a member pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Vivek M. Pingle for the offce of director.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

It has always been the Company''s Endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The Company complies with the revised clause 49 of the Listing Agreement, although the same has been deferred for implementation by SEBI till 31st December, 2005. The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Compliance Report on Corporate Governance forms part of the Annual Report. The Auditors certifcate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is attached as Annexure 1 and forms part of this Report.

PERSONNEL

Information as required under the Companies (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956, as amended rules are not applicable to the company and hence not provided.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confrm:

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

ii) That they had selected such accounting policies, applied them consistently, made judgement''s and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft of the Company for that period;

iii) That they had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company is constantly extending its support in areas of education, health, environment, sports and community welfare directly as well as through various independent agencies, engaged in charitable activities with special attention on the villages around company''s manufacturing plant at Jalgaon. The company has always lived by its philosophy of "Samridh kisan desh ki shaan" and "Let''s nurture the green era…" and believes in living every moment of life in harmony with nature to create value for ourselves, our stakeholders and the society.

Unlike rushing for new and leaving old, company has maintained kiosk for supply of drinking water (Panpoi), in the city and in MIDC area of Jalgaon. To promote the concept of water conservation, the Company had participated in a project for roof water harvesting in collaboration with the Rotary Club of Jalgaon. A water harvesting system was also installed at Jalgaon at the S.P. Offce as a part of the water conservation initiatives taken by the Company.

In addition of organizing blood donation camp in the factory premises, your Company has also organized Medical health Check-up and Safety program for its employees to strive the idea of Health is wealth.

In continuation with previous year, company made farmers aware about the novel and improved farming techniques which help them in better yield giving farming, through magazine published by the company, "Tulsi Patra" and also circulate the method which has benefted a farmer among the others. It also gives details about the monsoon crops and solved farmer''s queries on varied topics. Company''s CEO, Mr. Sanjay Kumar Taparia preached moral values and rich culture of our country through his blog in the aforesaid magazine "Tulsi Patra"

sIn the wake of conservation of drinkable and potable water, the company has assisted various water supply schemes in rural areas in association with local Zilla Parishads and has taken initiative to encourage locals about the importance of water and various tools like roof water harvesting to preserve water resources.

Your Company, in association with "Sudharma", a welfare society trust, has arranged for school bags, note books, clothes etc. for around 125 children whose families are unable to bear the cost of same. Also, it has arranged for foot wears and clothes for people located in the vicinity of the Company''s manufacturing plant at Jalgaon.

The management has also continued with training programmes to the farmers and plumbers. Also, your Company continues to participate in tree plantation programme and is actively taking participation by associating itself with various local NGO''s and Government bodies.

Your Company continued to assist community in its social, spiritual, cultural and religious pursuits by rendering necessary help in monetary and other terms irrespective of caste, creed or religion for holding festivals, exhibitions, repairing religious shrines etc.

INDUSTRIAL RELATIONS:

Industrial relations at the Company''s plants continue to be cordial.

INTERNAL CONTROL SYSTEM

The Company''s internal control system comprises audit and compliance by in-house Internal Audit Division supplemented by internal audit checks from by M/s Badale Mahale Lanke & Co., M/s Raj Kumar Kothari & Co. and M/s U. K. Rathi & Co, the Internal Auditors. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

AUDITORS

M/s K.K. Kabra & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. The Company has received a certifcate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the Company for the year 2012-13.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Proft and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the fnancial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the fnancial results of its subsidiary companies. Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

COST AUDITOR

Company has appointed Sushil Kumar Mantri & Associates, Cost Accountants for conducting cost audit for the fnancial year 2012-13.

PARTICLUARS OF EMPLOYEES U/S 217 (2A)

There are no employees who come under the purview of section 217 (2A).

CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chairman and Managing Director affrming compliance for the Financial Year 2012-13 with the Company''s Code of Conduct by the Directors and Senior Management as required under Clause 49 of the Listing Agreement with Stock Exchanges, is annexed and forms part of the Directors'' Report.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure-I to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the fnancial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. For and on behalf of the Board of Directors

Om Prakash Jhavar

(Chairman)

 
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