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Directors Report of Uniroyal Marine Exports Ltd.

Mar 31, 2015

Dear Members,

The Directors are delighted to present the Twenty Third Annual Report and Audited Accounts for the financial year ended March 31, 2015

RESULTS OF OPERATION

Rs. in Lakh

2014-15 2013-14

Operating Revenue 3837.30 3672.14

Profit/(Loss) before tax (168.93) (88.90)

Profit/(Loss) after tax (168.93) (88.90)

OPERATION ANALYSIS

The financial year 2014-2015 was a challenging year for the Company. During the year under review the Company achieved gross sales of Rs. 38.37 crores as against Rs. 36.72 crores in the previous year showing an increase of 4.5%.

The Company's profitability was adversely affected due to steep increase in the prices of raw materials and increased competition in seafood industry. The availability of sea caught raw material is so poor which is an important part of your Company's production.

The machineries of the Company were around 21 year old and almost obsolete. The freezing capacity of flow freezer has gone down by 50% of actual capacity. So we were not able to produce even 3 tons per day which was 5-6 tons per day before. Consequently the number of containers exported reduced gradually to 45-50 per year compared to 100-108 containers at the earlier periods.

Due to the above reasons as a part of capacity expansion plan the management has decided to purchase an advanced cooking and freezing line and during the end of the financial year the machine worth of Rs. 3 Crores was installed and successfully commissioned at the factory. The new machine has the capacity to process big size value added shrimps which can enhance the competitiveness of the company. New machine is suitable to process cultured shrimps as an alternate source of raw material. With the installation of new machineries having a production capacity of 1000 Kg per hour the Company is expecting a significant increase in the production capacity and export turnover.

Your Company is confident that it will be able to establish its name in the market in the years to come with the growing demand for Indian seafood products across the world and the expanded production capacity of the Company.

DIVIDEND

Due to the inadequacy of profits your directors regret their inability to recommend any dividend for the year.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 1 to the Board's report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year, Mr. V T John and Mr. Varghese Thomas ceased to be the directors of the Company. The Board of Directors wishes to place on record its appreciation for the valuable services rendered by Mr. V T John and Mr. Varghese Thomas during their tenure as directors ofthe Company.

Your directors place on record their sincere appreciation of the constructive contribution made by Mr.Thomas P Koshy, Chief Executive ofthe company.

The Board has as per the provisions of Section 161 of the Companies Act, 2013, appointed Ms. Nithya Alex, as Additional Director on the Board of the Company with effect from 07th February, 2015.

The Board has as per the provisions of Section 203 of the Companies Act, 2013, appointed Ms. Bindu Suresh, as Chief Financial Officer of the Company with effect from 30th September, 2014.

Mr. K C Thomas, Director, retire by rotation and being eligible has offers himself for re-appointment. The Composition of the Audit committee is disclosed in the corporate governance report for the purpose of Section 177(8) ofthe Companies Act, 2013.

During the year under review, the members approved the appointments of Mr. Iype Mathew and Mr. Nath Ram as Independent Directors who are not liable to retire by rotation. The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement.

The details of programmes for familiarisation of Independent Directors with the Company is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/03/FAMILIARIZATION- PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

AUDIT COMMITTEE

The Composition of the Audit committee is disclosed in the corporate governance report for the purpose of Section 177(8) ofthe Companies Act, 2013. All the recommendations made by the Audit committee have been accepted by the Board.

INTERNAL FINANCIAL CONTROLS

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The policy is available on our website at the link: http://uniroyalmarine.com/wp-content/uploads/2015/02/UME-Whistle- Blower-Policy-Vigil-Mechanism.pdf

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) ofthe Companies Act, 2013, an extract ofthe annual return in the prescribed format is appended as

NUMBER OF MEETINGS OF THE BOARD

The Board met seven times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

BOARD EVALUATION

The performance evaluation of non independent directors are done by the Nomination and Remuneration Committee at its meeting held on 02.06.2015.

The performance evaluation of independent directors are done by the entire Board of Directors, excluding the director being evaluated at the Board Meeting held on 02.06.2015.

The performance evaluation of the Board was carried out on a questionnaire template on the basis of criteria such as flow of information to the Board, effective role played by the Board in decision making etc.. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

A separate meeting of Independent Directors of the Company was held during the year under review, in which the members evaluated the performance of the Chairman on the basis of criteria such as giving guidance to the Board and ensuring the independence of the Board etc. The performance of the non-independent directors was also evaluated on the basis of their contribution to the Board deliberations.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 ofthe Companies Act, 2013, adopted by the Board, is put up on the website of the Company at the link: http://uniroyalmarine.com/wp-content/uploads/2015/06/Code-for- Remuneration1.pdf

GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries not applicable since there is no subsidiaries.

5. There is no change in the nature of business.

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

7. Your Company does not have any subsidiaries, joint ventures and Associate companies.

8. It is not proposed to carry any amount to reserves.

9. There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year 2014-2015 and the date of this report.

Your Directors further state that the Company has in place an Anti Sexual Harassment Policy and has a committee for prevention of sexual harassment of women at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 3 to the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

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

vi. 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.

RISK MANAGEMENT

During the year, your Directors have adopted a Risk Management Policy which is intended to formalise the risk management procedures, the objective of which are identification, evaluating, monitoring, and minimising identifiable risks. The Risk management policy is successfully implemented by the company to protect the value of the Company on behalf of the shareholders.

AUDITORS

Statutory Auditors

M/s. Kuruvilla, & Indukumar, Chartered Accountants, Kochi, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting, subject to the approval of shareholders.

The Auditors report for the year 2014-15 does not contain any qualification. However there is a matter of emphasis regarding non funding of gratuity plans. Due to financial constraints, the Company was not able to set apart and invest Gratuity Liability. Necessary action will be taken in this regard.

Auditors' certificate on corporate governance

As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is enclosed as Annexure 4 to the Board's report.

Secretarial Auditor

Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under.

Secretarial Audit Report

Secretarial Audit Report, issued by Mr. Satheesh Kumar N of M/s. Satheesh & Remesh, Practising Company Secretaries, Cochin, Secretarial Auditor in Form No. MR -3 forms part of this Board Report and is annexed herewith as Annexure 5.

While confirming that the company has complied with the provisions of applicable acts, rules, etc., the auditors made few observations. The Board's clarifications for the same are as follows.

Intimation of closure of trading window to stock exchanges: The closing of trading window has been intimated to stock exchanges properly and also published in the notice board of the Company. Action has been taken to intimate the trading window closing period to all specified persons individually.

Updation of registers: Few registers required to be maintained were not updated due to oversight. However action has been taken to update the registers.

Reporting under Listing agreement: Due to oversight the was a short delay in submitting few reports under listing agreement. Systems are established to monitor the reporting requirements to ensure the reports are being filed on time.

Proof of dispatch of notice of AGM: The Company has sent soft copy of annual reports to those shareholders who have submitted their email address. For all other shareholders physical copy of annual reports were sent. However for few shareholders the proof of sending annual report is not traceable. Action has been taken to ensure proper maintenance of record of sending annual report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. Your Directors also wish to thank all the employees for their co-operation.

For and on behalf of the Board of Directors

Kozhikode Iype Mathew 08-08-2015 Chairman (DIN - 01546555)


Mar 31, 2014

Dear Member,

The Directors are delighted to present the Twenty Second Annual Report and Audited Accounts for the financial year ended March 31, 2014.

Results of Operation

Rs. in Lakh 2013-14 2012-13

Operating Revenue 3672.14 2909.38

Profit/Loss before tax (88.90) (74.67)

Profit/Loss after tax (88.90) (74.67)

OPERATION ANALYSIS

During the year under review the Company achieved gross sales of Rs. 36.72 crores in 2013-14 as against Rs. 29.09 crores in the previous year inspite of the challenging industrial scenario in the country showing an increase of 26%.

The Company''s profitability was adversely affected due to steep increase in the prices of raw materials and increased competition in seafood industry. Sea caught raw material availability is so poor and our Company is not able to procure even 20% of the material required to run the factory. So the Company has to depend up on cultured (farmed) shrimps from Andhra Pradesh and Karnataka to meet the market demand which involve more transportation cost and material cost. Our machines are so obsolete to produce value added products and yield is 10% less than the yields produced by the present sophisticated machines available in the market, so we face difficulties in competing with other seafood Companies which are using advanced technology for production.

The immediate need of the Company is to go for new production line to cope up with the present market scenario. Our Company management has decided to buy new sophisticated machines and ordered the same and expected to be installed by the end of this December.

Your Company is confident that it will be able to establish its name in the market in the years to come with the growing demand for Indian seafood products across the world.

ENERGY CONSERVATION MEASURES

Information on the conservation of energy which are required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules1988 are given below.

Particulars Energy Consumption during

A. Power and Consumption 2013-14 2012-13

1.Electricity

i) Purchased Units KWH 1850960 1873428

ii) Total Amount Rs. 10092017 10273754

iii) Rate per unit Rs. 5.45 5.48

2. Own Generation through Diesel Generator

i) Unit KWH 30422 70720

ii) Unit/Ltr. of Diesel Oil KWH 136 2.60

iii) Cost per Unit Rs. 11.41 18.88

B. Consumption per Unit of Production

a) Electricity KWH 2.12 1.70

b) Diesel Ltrs. 0.47 0.43

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration requiring disclosure under section 217 (2 A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

During the year, Mr. P Shrinivas resigned as member of the Board. The Board of Directors wishes to place on record its appreciation for the valuable services rendered by Mr. P Shrinivas during his tenure as director of the Company.

Your directors place on record their sincere appreciation of the constructive contribution made by Mr. Thomas P Koshy, Chief Executive Officer of the company.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Iype Mathew, Mr. Nath Ram as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors not liable to retire by rotation to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) ofthe Company.

Mr. V T John & Mr. Varghese Thomas, Directors, retire by rotation and being eligible has offered themselves for re-appointment.

AUDITORS

M/s. Kuruvilla, & Indukumar Chartered Accountants, Kochi, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to reappoint them from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

The Auditors report for the year 2013-14 does not contain any qualification. However there is a matter of emphasis regarding non funding of gratuity plans. Due to financial constraints, the Company was not able to set apart and invest Gratuity Liability. Necessary action will be taken in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT.1956.

Your Directors confirm

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(2) that 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 as at March 31, 2014 and of the profit for the period ended March 31, 2014.

(3) that the directors had taken proper and sufficient 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.

(4) that the directors had prepared the Annual Accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the following reports are attached as Annexure to Directors'' Report:

(a) Management Discussion and Analysis.

(b) The Report on Corporate Governance of your Directors in the Company.

(c) Auditors'' Certificate on Compliance of the Corporate Governance.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. Your Directors also wish to thank all the employees for their co-operation.



For and on behalf of the Board of Directors

Kozhikode Iype Mathew 09-08-2014 Chairman


Mar 31, 2012

The Directors are delighted to present the Twentieth Annual Report and Audited Accounts for the financial year ended March 31,2012.

Results of Operation

Rs. in Lakh

2011-12 2010-11

Operating Revenue 3482.45 2543.23

Profit before tax 144.42 50.70

Profit after tax 94.90 31.49

Operation Analysis

The financial year 2011-12 was a challenging year. The Global Economy, barely a year after recession, witnessed lower economic growth. The European economies stagnated and the US witnessed a down grade in its credit rating. Despite this constraints and challenging environment your company performed well and was able to write off the accumulated loss of Rs.93.68 lac and to transfer the balance profit of Rs. 1.22 lac to Reserves & Surplus. The highlight of our performance are as under.

- Revenue from operation increased by 36% to Rs.3482.45 lac.

- PBDIT increased by 85% to Rs. 169.28 lac.

- Net Profit increased by 201 % to Rs.94.90 lac.

- Earning per share increased from Re.0.49 to Rs. 1.46.

ENERGY CONSERVATION MEASURES

Information on the conservation of energy which is required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given below.

Unit Energy Consumption during

2011-12 2010-11

(A) Power and Consumption

1 .Electricity

i) Purchased Units KWH 2123680 1787335

ii) Total Amount Rs. 10990454 9390974

iii) Rate per unit Rs. 5.18 5.25

2. Own Generation through Diesel Generator

i) Unit KWH 49850 40156

ii)Unit/Ltr. of Diesel Oil KWH 2.57 2.51

iii) Cost per Unit Rs. 18.81 17.77

(B) Consumption per Unit of Production

a) Electricity KWH 1.66 1.30

b) Diesel Ltrs. 0.39 0.33



FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Foreign Exchange earned during the year (on FOB basis) -Rs.3009Lac

ii) Foreign Exchange outgo -Rs.l7.97Lac

PARTICULARS OF EMPLOYEES

There were no employees drawing salary exceeding Rs. 2.00 lakh per month or Rs. 24.00 lakh per annum and therefore, no information is required to be furnished as per Sec. 217(2A) Companies Act, 1956.

DIRECTORS

Your directors place on record their sincere appreciation of the constructive contribution made by Shri.Thomas P Koshy, Chief Executive Officer of the company.

In terms of Article 95 of the Articles of Association, Shri. V.T. John and Shri. Varghese Thomas will be retiring at the end of the ensuing Annual General Meeting. They are eligible and offer themselves for re-appointment.

AUDITORS '-

M/s Sudhir & Kuruvilla, Chartered Accountants, Kochi, were appointed as Auditors of the Company till the conclusion of this Annual General Meeting. They are eligible for re-appointment.

Qualification in Auditor's Report regarding non funding of gratuity plans. Due to financial constraints, the company has not able to set apart and invest Gratuity Liability, necessary action will be taken in the next year.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT.1956.

Your Directors confirm:

(1)that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(2) that 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 as at March 31, 2012 and of the profit for the period ended March 31,2012.

(3) that the directors had taken proper and sufficient 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.

(4) that the directors had prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement the following reports are attached as annexure

(a) Management Discussion and Analysis

(b) The Report on Corporate Governance of your Directors in the Company

(c) Auditors' Certificate on Compliance of the Corporate Governance

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. The Directors also acknowledge the contribution made by employees at all levels.

For and on behalf of the Board of Directors Iype Mathew

Kozhikode Chairman

13-08-2012


Mar 31, 2010

The Directors are pleased to present the 18th Annual Report on the business and operations of the company together with the Audited Accounts for the year ended 31 st March, 2010.

Financial Results.

Rs, in lakhs

2009-2010 2008-2009

Sales 1993.76 2709.69

Profit before tax 32.50 200.91

Profit after tax 22.08 115.20



On account of past accumulated loss, your Directors have not recommended any dividend.

Operation Analysis

In fiscal 2010, the global economic environment continued to be difficult, our Company could achieve a moderate turnover of Rs. 1993.76 lakh during the year. The Company has been able to earn a cash profit of Rs.85.96 lakh, and a net profit of Rs.22.08 lakh, after providing Rs.4.75 lakh towards Deferred Tax,Rs.5.20 lakh towards Income tax and Rs.53.93 lakh towards Depreciation. There is a decline in earning per share from Rs.1.77 in the previous year to Rs.0.34 in the current financial year.

ENERGY CONSERVATION MEASURES

Information on the conservation of energy which are required to be disclosed under section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rulesl 988 are given below.

Unit Energy Consumption during

2009-2010 2008-2009

(A) Power and Consumption

1. Electricity

i) Purchased Units KWH 2204436.00 2303961.00

ii) Total Amount Rs. 10700151.00 12826213.00

iii) Rate per unit Rs. 4.85 5.57

2. Own Generation through Diesel Generator

i) Unit KWH 31937.00 42156.00

ii) Unit per Ltr. of Diesel Oil KWH 2.80 2.63

iii) Cost per Unit Rs. 11.64 13.48

(B) Consumption per Unit of Production

a) Electricity KWH 2.29 1.52

b) Diesel Ltrs. 0.41 0.49



FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Foreign Exchange earned during the year (On FOB basis) - Rs. 157341091

ii) Foreign Exchange Outgo - Rs. 848691



PARTICULARS OF EMPLOYEES

There were no employees drawing salary exceeding Rs. 2.00 lakh per month or Rs.24.00 lakh per annum and therefore, no information is required to be furnished as per Sec. 217(2A) of the Companies Act, 1956.

DIRECTORS

Your directors place on record their sincere appreciation for the constructive contribution made by Shri. Anush K Thomas, Managing Director and Shri. Thomas P Koshy, Chief Executive of the company.

In terms of Article 95 of the Articles of Association, Shri. V.Mohanlal and Shri.K.C.Thomas will be retiring at the end of the ensuing Annual General Meeting. They are eligible and offer themselves for re-appointment.

AUDITORS

M/s Sudhir & Kuruvilla, Chartered Accountants, Kochi, were appointed as Auditors of the Company till the conclusion of this Annual General Meeting. They are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA^ OF THE COMPANIES ACT. 1956.

Your Directors confirm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(2) that 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 as at 31st March, 2010 and of the profit for the period ended 31st March, 2010.

(3) that the directors had taken proper and sufficient 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.

(4) that the directors had prepared the Annual Accounts on a going concern basis.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement (a) Management Discussion and Analysis (b) The Report on Corporate Governance of your Directors in the Company (c) Auditors certificate on compliance of the Corporate Governance are given as Annexure to the Directors Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude especially to The Federal Bank Ltd, UCO Bank, Government Authorities, Central Excise Dept., MPEDA, EIA and other statutory authorities, customers, suppliers and shareholders. The Directors also acknowledge the contribution made by employees at all level.

For and on behalf of the Board of Directors

Kozhikode, lype Mathew 26-07-2010 Chairman