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Directors Report of Unimers India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Twenty Seventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

Particulars FYE March FYE March 31,2015 31,2014

Net Sales /Income from Business Operations - -

Other Income 22.67 23.23

Total Income 22.67 23.23

Less Interest 2.47 62.52

Profit before Depreciation (116.84) (184.90)

Less Depreciation 20.37 45.11

Profit after depreciation and Interest (137.21) (230.01)

Less Current Income Tax - -

Less Previous year adjustment of Income - - Tax

Less Deferred Tax - -

Net Profit after Tax (137.21) (230.01)

Dividend (including Interim if any and - - final)

Net Profit after dividend and Tax (137.21) (230.01)

Amount transferred to General Reserve - -

Balance carried to Balance Sheet (137.21) (230.01)

Earnings per share (Basic) (0.82) (1.41)

Earnings per Share(Diluted) (0.82) (1.41)

2. DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company did not carry out any production activity, the factory being closed with effect from June 26, 2008.

The management continues to explore various options for restructuring the business and finances of the Company, including the recommencement / relocation of its manufacturing operations. As a part of the restructuring efforts, the Company had earlier entered into an arrangement for the assignment of the leasehold rights of its land. However, certain issues have affected its implementation and the management is pursuing the matter.

The validity of the closure declared by the Company with effect from June 26, 2008, under the relevant provisions of The Industrial Disputes Act, 1947, has been challenged before the Industrial Court by the employees' union and the matter is pending before the Hon'ble Court.

The Net Worth of the Company has been fully eroded and is negative as on March 31, 2015. The management had been advised that since certain conditions as per the Sick Industrial Companies (Special Provisions) Act, 1985 were not being met, the Company was not eligible to a make reference to BIFR. In the event of any change in the status, inter alia, arising out of developments in the pending legal case, appropriate steps will be taken in this regard.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

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

7. As the company has not carried on any production or related operational activities, the information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. The Company has neither earned nor spent any foreign exchange during the reporting period.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Considering the absence of production operations following closure of its plant, the Company has not devised any risk management policy for the time being.

9. DETAILS OF POLICY DEVELOPEDAND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Board has appointed Mr. Abbas Lakdawala (Practising Company Secretary, C.P No. 4052), to conduct the Secretarial Audit for the financial year 2014-15. The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Statutory Auditors and the Secretarial Auditor in their respective reports furnished as Annexure II and III are attached to this report. Secretarial Audit Report is given in Annexure IIIA.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is set out below:

* General understanding of the Company's business dynamics

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out his duties and responsibilities effectively.

* Eligibility as per applicable laws, rules and regulations and the Listing Agreement, including criteria of independence where applicable

* Remuneration to Directors is as recommended by the Nomination and Remuneration Committee, approved by the Board / Shareholders as applicable and within the limits specified under the Companies' Act, 2013 and the rules made there under. Due consideration is also given to the existing size and complexity of the Company's operations and its financial situation.

14. ANNUAL RETURN

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

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 5 Board meetings during the financial year under review.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement—

(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 this Act 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;

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

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(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.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS

Shri R. P. Ganti (DIN: 01877314) retires at this Annual General Meeting and being eligible offers himself for re-appointment.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. STATUTORY AUDITORS

M/s Lodha & Co, Chartered Accountants, were appointed as Statutory Auditors for a period of one year in the Annual General Meeting held on September 25, 2014 (adjourned date) and will retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office if re-appointed. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. You are requested to appoint them and authorize your Directors to fix their remuneration.

22. RISK MANAGEMENT POLICY

Members are requested to refer to paragraph '8' above.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee consists of the following members:

a. Shri T. S. Sridhar, Independent Director - Chairman of the Committee

b. Shri M. Ghosh, Independent Director

c. Shri R. P. Ganti, Director

d. Shri S. P. Gupta, Director

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

24. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

25. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

R. P. Ganti M. Ghosh T. S. Sridhar Director Director Director

Date: 30th July 2015 Place: Mumbai


Mar 31, 2014

To the Members of the Company

DIRECTORS'' REPORT - for the year ended 31st March 2014

The Board of Directors present the Twenty Sixth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

This report and the accompanying financial statements have been prepared as per provisions of the Companies'' Act, 1956 as the provisions of the Companies'' Act, 2013 in this regard will be applicable from the financial year beginning April 1, 2014.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31.03.2014 31.03.2013 (Rs. in lacs) (Rs. in lacs)

Sales (Net of Excise Duty) - -

Other Income 23.23 7.21

Gross Profit / (Loss) before Interest and Depreciation (221.84) (92.60)

Profit / (Loss) before Tax and Exceptional items (329.47) (394.54)

Profit / (Loss) after Tax (230.01) (394.54)

Loss brought forward from Previous Year (8,969.72) (8,575.15)

Balance carried to Balance Sheet (9,199.73) (8,969.69)

2. OPERATIONS:

During the year under review, the Company did not carry out any production activity,the factory being closed with effect from June 26, 2008.

3. RESTRUCTURING:

The management continues to explore variousoptions for restructuring the business and finances of the Company, including the recommencement / relocation of its manufacturing operations. As a part of the restructuring efforts, the Company had earlier entered into an arrangement for the assignment of the leasehold rights of its land. However, certain issues have affected its implementation and the management is pursuing the matter.

4. NET WORTH STATUS AND IMPLICATIONS:

The Net Worth of the Company has been fully eroded and is negative as on March 31, 2014. The management had been advised that since certain conditions as per the Sick Industrial Companies (Special Provisions) Act, 1985 were not being met, the Company was not eligible to a make reference to BIFR. In the event of any change in the status, inter alia, arising out of developments in the pending legal case [refer Para 5 below], appropriate steps will be taken in this regard.

5. EMPLOYEE RELATIONS:

The validity of theclosure declared by the Company with effect from June 26, 2008, under the relevant provisions of The Industrial Disputes Act,1947, has been challenged before the Industrial Court by the employees'' union and the matter is pending before the Hon''ble Court.

6. PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of Rs. 60 lacs per annum or Rs. 5 lacs per month and hence the information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not being annexed to this Report.

7. SAFETY, HEALTH & ENVIRONMENT POLICY:

After the closure of manufacturing operations, the Company continues to follow applicable practices relating to safety and health of personnel, plant, machinery and the environment, to the extent relevant and feasible.

8. DEMATERIALISATION OF THE COMPANY''S EQUITY SHARES:

93.91%of the Company''s equity shares are in dematerialised form.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, have been provided in the Annexures forming part of this Report.

10. DIRECTORS:

During the period under review, Mr. K. Mukhopadhyay, Director resigned from the Board of Directors of the Company.The Board places on record its appreciation of the valuable services rendered by them during his tenure as director of the Company. Shri S. P. Gupta retires by rotation and being eligible, offers himself for re-appointment. Shri M. Ghosh and Shri T. S. Sridhar are being proposed to be appointed as Independent Directors in terms of the applicable provisions of the Companies'' Act, 2013.The Board recommends their appointment.

11. CORPORATE GOVERNANCE:

A Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed hereto and forms apart of this Report. The Certificate from the Statutory Auditors M/s Lodha & Co. confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange,is annexed hereto and forms a part of this Report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the financial year 2013-14, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) such accounting policies as were reasonable and prudent were selected in preparation of the Accounts and applied consistently. Further, judgements and estimates that were reasonable and prudent were also made in the course of the preparation of the Accounts so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for the year ended 31st March, 2014;

c) proper and sufficient care was taken 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;

d) the Accounts have been prepared on a going concern basis.

13. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed with BSE Limited.

15. AUDITORS:

M/s. Lodha& Co., Chartered Accountants, the Auditors of the Company, will retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office if re-appointed. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.You are requested to appoint them and authorize your Directors to fix their remuneration.

16. AUDITORS'' REPORT:

The observations of the Auditors in their Report are largely self-explanatory. However, for the sake of additional clarity, the relevant observations of the Auditors in paragraph ''4''of their Report are further addressed in paragraphs ''3'' and ''4'' above and in Note ''17'' to the Accounts.

17. ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to thank the shareholders, lenders and other stakeholders for their continued support and co-operation.

For and on behalf of the Board R. P. Ganti S. P. Gupta Director Director

Place : Mumbai Dated : 29th May 2014


Mar 31, 2013

To the Members of the Company for the year ended 31st March 2013

The Board of Directors present the Twenty Fifth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2013.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31.03.2013 31.03.2012 (Rs. In lacs) (Rs. in lacs)

Sales (Net of Excise Duty) - -

Gross Profil/(Loss) before Interest and Depreciation (92.60) (131.70)

Prolil/(Loss) before Tax and Exceptional items (394.55) (628.61)

Deferred Tax AssetsReversed (-) (2661.20)

Profit (Loss) (394.55) (3289.80)

Loss brought forward from Previous Year (8575.20) (5285.40)

Balance carried to Balance Sheet (8969.70) (8575.20)



2. OPERATIONS:

During the year under review, the Company did not cany out any production activity.tho factory being closed with effect from June 26, 2008.

3. RESTRUCTURING:

The management continues to explore various options for restructuring the business and finances of the Company, including the recommencement / relocation of its manufacturing operations. As a part of the restructuring efforts, the Company had earlier entered into an arrangement for the assignment ol the leasehold rights of its land. However, certain issues have affected its implementation and the management is pursuing the matter.

4. NET WORTH STATUS AND IMPLICATIONS:

The Net Worth of the Company has been fully eroded and is negative as on March 31, 2013. The management had been advised that since certain conditions as per the Sick Industrial Companies (Special Provisions) Act, 1985 were not being met, the Company was not eligible to a make reference to BIFR. In . the event of any change in the status, inter alia, arising out of developments in the pending legal case [refer Para 5 below], appropriate steps will be taken in this regard.

5. EMPLOYEE RELATIONS:

The validity of theclosure declared by the Companywith effect from June 26, 2008, under the relevant provisions of The Industrial Disputes Act,1947, has been challenged before the Industrial Court by the employees'' union and the matter is pendingbefore the Hon''blo Court

6. PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of Rs. 60 lacs per annum or Rs. 5 lacs per month and hence the information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not being annexed to this Report.

7. SAFETY, HEALTH & ENVIRONMENT POLICY:

After the closure of manufacturing operations, the Company continues to follow applicable practices relating to safety and health of personnel, plant, machinery and the environment, to the extent relevant and feasible.

8. DESERIALISATION OF THE COMPANY''S EQUITY SHARES:

93.91%of the Company''s equity shares are in demateriajised form.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, t988, have been provided in the Annexures forming part of this Report.

10. DIRECTORS:

During the period under review, Mr.G.P.Goenka, Chairman, Dr.P.P.Shastii,''Director. Mr.T.S.Sridhar, Director and Mr.S.P.Gupta, Wholetime Director-resigned from the Board of Directors of the Company.The B6ard places on record its appreciation oi the valuable services rendered by i^.o.ii uurinu thoir tenure as directors of the Company.The Board has, subject to the approval of the members in-the forthcoming Annual General Meeting, appointed Mr.R.P.Ganti, Mr.M.Ghosh and Mr.S.P.Gupta as Additional Directors. In this connection.the Board has received notices under Section 257 of the Companies Act, 1956, from the shareholders of the Company seeking the appointment of Mr.RP.Gat.ti, Mr.M.Ghosh and Mr.S.P.Gupta as directors of the Company. The Board recommends their appointment.

11. CORPORATE-GOVERNANCE:

A Report on Corporate Governance, as stipulated under Clause'' 49 of the Listing-Agreement with the Stock Exchange, is annexed hereto and forms apart of this ReportThe Certificate from the Statutory Auditors" M/ s Lodha & Co. confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed here to and forms a part of this Report.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report for the financial year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed hereto and forms a part of this Report.

13. DIRECTORS''RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) ol Lhe Companies Act, 1958, the Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the financial year 2012-13, the applicable accounting standards have been followed along with proper explanations relating-to material departuies;

b) such accounting policies as were reasonable and prudent were selected in preparation jf the Accounts and applied consistently. Further, judgements and estimates that were reasonable and prudent were also made in the course of the preparation of the Accounts so as lo give a true and fair view of the state of affairs of the Company as at the end of the financial year and ol the loss ol the Company for the year ended 31" March, 2013;

c) proper and sufficient care was taken tor the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of tho Company and for preventing and detecting fraud and other irregularities;

d) the Accounls have been prepared on a going concern basis.

13. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed wilti BSE Limited. The Company fias paid the requisite listing fee to the said Stock Exchange for the financial year 2013-14.

15. AUDITORS:

M/s. Lodha & Co., Chartered Accountants, lhe Auditors of the Company, will retire at the ensuing Annual General Meeting. They have expressed thbir willingness to continue in office it appointed and furnish the requisite certificate of their eligibility purouant to Section 224(IB) of the Companies Act, .1955.

16. AUDITORS''-REPORT:

The observations of the Auditors in their Report are largely sell-explanatory. However, for the sake cf additional clarity, the relevant observations of the Auditors in paragraph ''4'' of their Repoit are further addressed in paiagraphs ''3'' and ''4'' above and in Note ''19'' to the Accounts.

17. ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to thank tho shareholders, lenders and other stakeholders for their continued support and co-operation.



For and on behalf the Board R. P. Ganti S. P. Gupta

Director Director

Place: Mumbai

Dated : 28th May 2013


Mar 31, 2010

The Board of Directors present the Twenty First Annual Report together with the Audited Accounts of the Company for the year ende March 31, 2010.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended

31.03.2010 31.03.2009

(Rs. in lacs) (Rs. in lacs)

Sales (Net of Excise duty) 0.46 308.67

Gross Profitf(loss) before Interest and Depreciation (266.10) (448.40)

Profit/(loss) before tax and exceptional items (1102.70) (1177.00)

Less: Exceptional items i - 120.00

Less; Fringe Benefit Tax/prior year tax 0.18 1.39

Add: Deferred Tax Assets (516.48) 242.15

Profif(Loss) <1619.38) (1056.24)

Loss brought forward from previous year (2502.16) (1445.92)

Balance carried to Balance Sheet (4121.54) (2502.16)

2. OPERATIONS:

During the year under review, the Company did not carry out any production activity, the factory being closed with effect from June 26, 2008.

3. RESTRUCTURING

Subsequent to the lenders not agreeing to consider the Companys proposal for a reworking of the CDR package, the management is actively exploring various other options for restructuring the business and financials of the Company, including unlocking asset values and entering into other business or product lines. To this end approval of shareholders had been obtained in December 2008 as per provisions of Sec 293 (1) (a) of The Companies Act, 1956, which will be implemented in terms of the directions of Honble Company Law Board in a matter pending before it. As part of this ongoing exercise, the Company entered into an arrangement for assignment of leasehold rights of land during the previous year and advance received has been utilised, inter alia, to settle part of the liabilities of the Company. However, the global financial crisis and certain impediments having affected its implementation, the management is pursuing the matter for an early resolution. The option of establishing of manufacturing operations at another site offering better competitive advantages in terms of supply chain logistics, input availability and costs is being actively pursued and a clearer picture on this front is expected to emerge by the end of the current fiscal.

4. NET WORTH STATUS AND IMPLICATIONS

The net worth of the Company has fully eroded during the year ended March 31,2010. However, the management has received legal opinion to the effect that no reference need be made to BIFR, as certain conditions required for the same as per the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the Company under the present circumstances.. -

5. EMPLOYEE RELATIONS:

Subsequent to closure under the relevant provisions of The Industrial Disputes Act, 1947 which was declared with effect from June 26, 2008, the employees union had preferred to move the Industrial Court in the matter. The matter is pending in the Honble Court. The management has been advised that the closure is in line with relevant legal provisions.

6. PARTICULARS OF EMPLOYEES:

As per provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (particulars of Employees) Rules, 1975, as amended the name and other particulars of the employee as on 31.3.2010 is given below:-

Sr. Name Age Designation Nature of Remuneration Qualification

No duties (In Rs.)

1 Mr. S.P. Gupta 56 WhoteTime General 1,984,981 B.Tech

Director Management (Chemical

Engineering) and MBA

Name Date of Experience Last Employment held

commencement

of employement

Organisation Resignation

MrS.P. Gupta June 28,2007 31 Consolidated Executive

Fibres & Director

Chemicals Limited

7. SAFETY, HEALTH* ENVIRONMENT POLICY:

After the closure of manufacturing operations, the Company continues to follow applicable practices relating to safety find health of personnel, plant, machinery and the environment, to the extent relevant and feasible.

8. DEMATERIAUSATION OF COMPANYS EQUITY SHARES: 87.71 % of the Companys equity shares have been dematerialised.

9. THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information required under the Companies Act (Disclosure of Particulars in the Report of Board of Directors) Rules, 19881s set out in Annexure "A" and forms part of this report.

10. DIRECTORS:

Dr. P. P. Shastri was appointed as an additional director with effect from Oct 31, 2009 and holds office till this Annual General Meeting. Dr P P Shastri, being eligible, offers himself for appointment as director, liable to retire by rotation. You are requested to appoint him.

Mr. R. S. Agarwal retires by rotation, and being eligible, offers himself for re-appointment. Your requested to appoint him.

11. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance is annexed hereto and forms part of this Report.

12. DIRECTORSRESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to major departures;

b) such accounting policies as were reasonable and prudent were selected in preparation of the Accounts and applied consistently. Further judgements and estimates that were reasonable and prudent were also made in the course of preparation of Accounts so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year ended 31" March, 2010;

c) proper and sufficient care was taken 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;

d) the Accounts have been prepared on a going concern basis.

13. AUDITORS:

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office if appointed.

14. AUDITORSREPORT:

Observations of the Auditors in their Report are largely self explanatory. However, for the sake of additional clarity, the relevant observations of the Auditors at Para No 3 (a), (b), (e) and 4 is further explained as follows - Your attention is drawn to para 3 of , this report as well as Note B.4 of Notes to Accounts. In the view of the Board, the ongoing efforts towards restructuring of the Companys business are likely to fructify and hence treatment of accounts on a going concern basis is appropriate.

15. ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank the Financial Institutions, Bankers and other stakeholders for their continued support and co-operation.

For and on behalf of the Board

S. P. Gupta , G. P. Goenka

Wholetime Director Chairman

 
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