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Directors Report of Vallabh Steels Ltd.

Mar 31, 2015

To

The Members, Vallabh Steels Limited

The have pleasure in presenting the 35th Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended 31st March, 2015:

FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous year

Revenue from Operations and Other Income 13776.33 16959.54

Profit before Interest, Depreciation and Tax 547.08 637.03

Less :

Financial Costs 423.20 302.36

Provision for Depreciation 72.79 110.27

Taxes : Current Tax 5.90 -

MAT Credit Entitlement (5.90) -

Deferred Tax/Earlier year tax adjustment (176.51) 319.48 (35.11) 377.52

Profit after Tax 227.60 259.51

Add:

Balance b/f from Previous Year 2965.04 2730.53

Profit available for appropriations 3192.64 2990.04

Appropriations

Transferred to General Reserve 25.00 25.00

Surplus Carried to Balance Sheet 3167.64 2965.04

3192.64 2990.04

PERFORMANCE REVIEW:

During the year under review the Company has recorded a lower Income from operations & other income of Rs. 13776.33 as compared to Rs. 16959.54 lacs of previous year, which has been mainly on account of lower production due to sluggish demand and pertaining market conditions. As a result, the Company earned a lower net profit after tax of Rs.227.60 lacs as compared to Rs. 259.51 lacs in the previous year. The Company expects to show better financial performance during the current year as compared to that of the year under report.

INDUSTRY AND ECONOMIC SCENARIO:

India's steel industry is passing through one of the most challenging phases. It has been impacted by sluggish domestic demand, Iron ore supply constraints coupled with strong domestic Iron ore prices, dumping of steel into India by steel- surplus countries, primarily China, Russia, Japan and Korea and uncompetitive Steel export due to stable rupee. The Indian economy, supported by lower oil prices, improved FDI inflows and pro-growth economic reforms, saw a moderate improvement in growth momentum during financial year 2014-15; some of the key macroeconomic Indicators also strengthened over the year. The Indian economic growth improved to 7.3% in financial year 2014-15 as compared to 6.9% in financial year 2013-14. However, the Indian economy will need some time to recover and show positive results on ground. The new government is focusing on implementing reforms to spur investments and re-energise the economy for Infrastructure development and Industrial growth, which will accelerate steel demand in line with economic growth.

EXPORTS:

We are pleased to inform you that during the year under review, the Company continued to export its products to African Countries. Due to wide fluctuation in prices and stiff competition the company registered lower exports at Rs. 127.63 lacs as compared to Rs. 998.08 lacs in the previous year.

SHARE CAPITAL:

There was no change in the Company's share capital during the year under review. The Company's paid up equity share capital remained at Rs. 4,95,00,000 comprising of 49,50,000 equity shares of Rs. 10/- each.

DIVIDEND AND RESERVES:

With a view to conserve resources for Company's future requirements, your directors do not recommend any dividend for the year under consideration. During the year under review, Rs. 25 Lacs has been transferred to General Reserves.

LISTING OF SHARES:

The Equity Shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to BSE Limited, Mumbai upto the Financial Year 2015-16.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made thereunder. As such the required information is not applicable to be mentioned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):

During the year under review, the Company appointed Mrs. Parveen Sharma (having DIN No. 06388464) as Independent Director of the Company with effect from March 31, 2015 for a period of five consecutive years. The Company has received declaration of independence from her that she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Sh. Rahul Jain Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, Sh. Mohan Lal, Sh. Mohinder Kumar Jain and Sh. Mohinder Pal Gupta resigned as Director of the company. The Board has placed on record its sincerest thanks and gratitude for the invaluable contribution for the services rendered by them during their tenure as a Director of the company.

As on date of this report Sh. Kapil Kumar Jain, Chairman and Managing Director and Sh. Suresh Gupta, Chief Financial Officer of the Company are Key Managerial Personnel of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The Details of the same are given in the Report on Corporate Governance annexed hereto.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 9 (Nine) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the stipulated period prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE:

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity. Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

EXTRACT OF ANNUAL RETURN:

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

SUBSIDIARY COMPANIES:

The Company does not have any Subsidiary.

STATUTORY AUDITORS:

M/s. Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with Section 139(1) of the Companies Act, 2013.

AUDITORS' REPORT:

The Auditors' Report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors' Report.

AUDIT COMMITTEE:

The committee re-constituted by the Board of Directors in their meeting held on March 31, 2015. Presently the constituent members of the Audit Committee are Mrs. Parveen Sharma (Chairman), M r. Rahul Jain and M r. Jawahar Jain. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The Committee met 4 (four) times during the year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

COST AUDITORS:

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company approved the appointment of M/s. Meenu & Associates, Cost Accountants, Ludhiana (Firm Registration No.100729 ) as the Cost Auditors of the Company for the year ending 31 March, 2016, on a remuneration of Rs.55,000 plus service tax as applicable and reimbursement of out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

M/s. Meenu & Associates were also the cost auditors of the company for the financial year 2014-15. The Cost audit report for the financial year 2014-15 will be filed by the company with the Ministry of Corporate Affairs (MCA) in the stipulated time as per the provisions of the Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. RCS & Company, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "III". The report does not contain any qualification however as regards of appointment of Company Secretary, the Board states that it has interviewed various candidates but could not find a suitable person for this job and the company is in process of appointment of a Company Secretary.

The Board at its meeting held on August 14, 2015 has reappointed M/s. RCS & Company, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for financial year 2015-16.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company continues to engage M/s. Gupta Sanjeev & Co., Chartered Accountants, (FRN: 005365N) as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. The Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them from time to time.

PERSONNEL AND INDUSTRIAL RELATIONS:

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of The Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

RELATED PARTY TRANSACTIONS:

All the related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business. There have been no materially significant related party transactions between the Company and the Key Managerial Personnel or other designated Persons, Promoters, Directors, the management or the relatives except for those disclosed in the financial statements which may have potential conflict with the interest of the company at large.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. None of the Independent Directors has any pecuniary relationships or transactions vis-à-vis the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has neither given/provided any Loans, Guarantees; nor it made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are not any significant and material orders passed by the Regulators or Courts to the Company.

GENERAL:

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

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

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

During the year, there were no women employee worked in your company, hence provision to frame Policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was not applicable to your company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in Annexure-'I' forms part of this Annual Report.

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

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given hereunder:

i. CONSERVATION OF ENERGY:

a) Energy Conservation measure taken: The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and savings of energy is achieved.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: No specific investment has been made.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production: Impact of measures taken not quantitative and as such can not be stated accurately.

d) Total Energy consumption per unit of production as per form 'A' to the Rules in respect of industries specified in schedule hereto:

ii. TECHNOLOGY ABSORPTION:

Your Company has always been making best efforts towards technology absorption, adaption and innovation to improve the quality of its products being manufactured at its various units and to reduce the cost of production.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that they 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, 2015 and the profit or loss of the Company for the year ended on that date;

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

iv. that they had prepared the annual accounts for the financial year ended on 31st March,2015;

v. that he 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; and

vi. that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Corporate Social Responsibility was not applicable to the Company for the financial year under review. The Philosophy of the company works with objectives of contributing to the sustainable development of the society and to create a greener and cleaner environmental around us.

The Corporate Social Responsibility (CSR) activities of Vallabh Steels Limited reflect its philosophy of enhancing value to the society and the environment around us.

The CSR activities done by the Company are identified after conducting a proper market research to identify the social and environment needs which are need of the hour.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Government Authorities and Business constituents for their continued support and co-operation extended from time to time to the Company.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/-

PLACE : LUDHIANA (KAPIL KUMAR JAIN)

DATED : 14.08.2015 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2014

The Members, Vallabh Steels Limited

We have pleasure in presenting the 34th Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended 31st March, 2014:

FINANCIAL RESULTS (Rsin Lacs) Current Year Previous year Revenue from Operations and Other Income 16959.54 20129.48

Profit before Interest, Depreciation and Tax 637.03 568.32

Less : Financial Costs 302.36 355.80

Provision for Depreciation 110.27 136.15

Taxes : Current Tax - 12.19

Deferred Tax/Earlier year

tax adjustment (35.11) 377.52 (78.99) 425.15

Profit after Tax 259.51 143.17

Add:

Balance b/f from Previous 2730.53 2612.37 Yfear

Profit available for 29 90.04 2755.54 appropriations

Appropriations

Transferred to General 25.00 25.00 Reserve

Surplus Carried to 2965.04 2730.54 Balance Sheet

29 90.04 2755.54

OPERATIONS

During the year under review the Company has recorded a lower Income from operations which is placed at Rs. 16959.54 lacs as compared to Rs. 20129.48 lacs of previous year thus representing a decline of about 16.27 % which is attributed to lower production resulting in lower sales. However the net profit after tax is Rs.259.51 lacs from Rs.143.17 lacs recording a jump of about 81.26 %. This has been made possible due to optimum utilisation of resources which has resulted in cost control.

EXPORTS

We are pleased to inform you that during the year under review, the Company continued to export its products to African Countries.

Despite wide fluctuation in prices and stiff competition the company registered higher exports at Rs. 998.08 lacs as compared to Rs. 871.07 lacs in the previous year recording a jump of about 15%.

DIVIDEND

With a view to conserve resources for Company''s immediate requirements, your directors do not recommend any dividend for the year under consideration.

LISTING OF SHARES

The Equity Shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to BSE Limited, Mumbai upto the Financial Year 2014-15.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

DIRECTORS

Mr. Rahul Jain and Mr. Mohinder Pal Gupta, Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Further reappointment of Mr. Mohan Lal, Mr. Mohinder Pal Gupta, and Mr. Jawahar Jain as independent directors as per Sections 149, 150 & 152 of the Companies Act, 2013 for a period of 5 years upto the conclusion of the 39th Annual General Meeting of the Company in the calendar year 2019 for each director is proposed to be made.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity. Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with Section 1 39(1) of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors'' Report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors'' Report.

AUDIT COMMITTEE

Presently the constituent members of the Audit Committee are Mr. Mohinder Pal Gupta, Mr. Mohan Lal and Mr. Jawahar Jain. Mr. Mohinder Pal Gupta is the Chairman of the said Committee. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The Committee met four times during the year under review.

COST AUDITORS

The Board of Directors has appointed M/s. Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company under Section 148 of the Companies Act, 2013 for which application to the Central Government has already been made seeking approval for appointment of Cost Auditors to conduct audit in respect of all the Units of the Company for the financial year 2014-15.

The Cost Audit Report for the financial year 2013-14 will be filed with the Central Government as per provisions of the Companies Act, 1956.

SECRETARIAL AUDITORS

M/s RCS & Company, the Secretarial Auditors of the Company retire at the ensuing Annual General Meeting. The appointment of the Secretarial Auditors is to be approved by the members at the ensuing Annual General Meeting to verify the Secretarial records and to provide Secretarial Audit Report for the financial year 2014-15. The Board recommends to appoint M/s RCS & Company, the Secretarial Auditors and to fix their remuneration.

Further, the Secretarial Compliance Certificate for financial year 2013-14 received from M/s RCS & Company, Practicing Company Secretaries is annexed and forms part of this report as Annexure-II.

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

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-III forming part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

Statement pursuant to Section 217(2A) of the Companies Act, 1956 and the companies (Particulars of Employees) rules, 1975 as amended :

None of the employees of the Company is receipt of remuneration in excess of Rs.60.00 lacs per annum or Rs.5.00 lacs per month during the year under review and as such the information under this head is NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement pursuant to the provisions of Section 2 17(2AA) of the Companies Act, 1956 is given in Annexure-IV forming part of this report.

CORPORATE SOCIAL OBJECTIVES

Corporate Social Responsibility(CSR) activities of Vallabh Steels Limited reflect its philosophy of enhancing value to the society and the environment around us.

Our Philosophy works with objectives of contributing to the sustainable development of the society and to create a greener and cleaner environmental around us.

The CSR activities done by the Company are identified after conducting a proper market research to identify the social and environment needs which are need of the hour.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Government Authorities and Business constituents for their continued support and co-operation extended from time to time to the Company.

By order of the Board of Directors

Sd/- PLACE : LUDHIANA (KAPIL KUMAR JAIN) DATED : 14.08.2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

To The Members,

The have pleasure in presenting the 33rd Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS

(Rs. in Lacs)

Current Year Previous year Revenue from Operations and Other Income 20129.48 22294.24

Profit before Interest, Depreciation and Tax 902.80 1079.63

Less :

Financial Costs 690.28 606.18

Provision for Depreciation 136.15 145.85

Taxes : Current Tax 12.19 64.00

Deferred Tax/Earlier year

tax adjustment (78.99) 759.63

102.64 918.67

Profit after Tax 143.17 160.96

Add:

Balance b/f from Previous Year 2637.37 2476.41

Profit available for appropriations 2780.54 2637.37

Appropriations

Transferred to General Reserve 25.00 25.00

Surplus Carried to Balance Sheet 2755.54 2612.37 2780.54 2637.37

OPERATIONS

During the year under review the Company has recorded a lower Income from operations which is placed at Rs.20129.48 lacs as compared to Rs.22294.24 lacs of previous year thus representing a decline of about 9.71% which is attributed to lower production resulting in lower sales and profitability. As a result the net profit after taxes has declined from Rs.160.96 lacs to Rs.143.17 lacs recording a fall of about 11.05 %. Your management is seized of the matter and making all out efforts to improve the performance of the Company by optimum utilisation of resources.

EXPORTS

We are pleased to inform you that during the year under review, the Company continued to export its products to African Countries.

However due to prevailing general recessionary conditions world wide, the exports were lower at Rs.871.07 lacs as compared to Rs.2268.39 lacs in the previous year.

DIVIDEND

With a view to conserve resources for company''s immediate requirements, your directors do not recommend any dividend for the year under consideration.

LISTING OF SHARES

The Equity Shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to BSE Limited, Mumbai upto the Financial Year 2013-14.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58 A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS

M r. Mohinder Kumar Jain and Mr. Jawahar Jain, Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity. Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors'' Report.

AUDIT COMMITTEE

Presently the constituent members of the Audit Committee are Mr. Mohinder Pal Gupta, Mr. Mohan Lal and M r. Jawahar Jain. Mr. Mohinder Pal Gupta is the Chairman of the said Committee. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The Committee met five times during the year under review.

COST AUDITORS

The Board of Directors has appointed M/s. Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company under Section 233 B of the Companies Act, 1956 for which application to the Central Government has already been made seeking approval for appointment of Cost Auditors to conduct audit in respect of all the Units of the Company for the financial year 2013-14.

The Cost Audit Report for the financial year 2012-13 will be filed with the Central Government as per provisions of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

M/s RCS & Company, the Secretarial Auditors of the Company retire at the ensuing Annual General Meeting. The reappointment of the Secretarial Auditors is to be approved by the members at the ensuing Annual General Meeting to verify the Secretarial records and to provide a compliance certificate for the financial year 2013-14. The Board recommends to reappoint M/s RCS & Company, the Secretarial Auditors and to fix their remuneration.

Further, the Secretarial Compliance Certificate for financial year 2012-13 received from M/s RCS & Company, Practicing Company Secretaries is annexed and forms part of this report as Annexure-II.

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

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-III forming part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

Statement pursuant to Section 217(2A) of the Companies Act, 1956 and the companies (Particulars of Employees) rules,1975 as amended :

None of the employees of the Company is in receipt of remuneration in excess of Rs.60.00 lacs per annum or Rs.5.00 lacs per month during the year under review and as such the information under this head is NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is given in Annexure-IV forming part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Government Authorities and Business constituents for their continued support and co-operation extended from time to time to the Company.

By order of the Board of Directors

Sd/-

PLACE : LUDHIANA (KAPIL KUMAR JAIN)

DATED : 14.08.2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The have pleasure in presenting the 32nd Annual Report of the Company Along with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rupees in Lacs) Current Year Previous year

Revenue from Operations and Other Income 2421 3.92 22450.85

Profit before Interest, Depreciation and Tax 1079.63 706.48

Less :

Financial Costs 606.18 396.04

Provision for Depreciation 145.85 203.16

Taxes : Current Tax 64.00 53.00

Deferred Tax 102.64 91 8.67 (1.76)650.44

Profit after Tax 160.96 56.04

Add:

Balance b/f from Previous Yfear 24 76.41 2445.37

Profit available for appropriations 2637.37 2501.41 Appropriations

Transferred to General Reserve 25.00 25.00

Surplus Carried to Balance Sheet 2612.37 2476.41

2637.37 2501.41

OPERATIONS

Your Directors are happy to report that your Company has recorded higher revenue from operations and other income of Rs. 24213.92 lacs as compared to Rs. 22450.85 lacs of previous year representing an increase of about 7.85 %. This has resulted in a higher gross profit of Rs.1079.63 lacs as compared to Rs.706.48 lacs of previous year. After providing for financial costs of Rs.606.18 lacs (Rs.396.04) and depreciation of Rs. 145.85 lacs (Rs.203.16 lacs), the profit before tax has recorded a jump of over 205 % having risen from Rs. 107.28 lacs to Rs.327.60 lacs. After providing for taxation of Rs. 166.64 lacs (Rs.5 1.24 lacs), Net Profit is Rs. 160.96 lacs as compared to Rs.56.04 lacs of previous year, thus registering a sharp jump of over 187%. This has been made possible due to optimum utilisation of resources which has resulted in cost control.

EXPORTS

We are pleased to inform you that during the year under review the Company continued to export its products in Ghana and Hong Kong.

Despite wide fluctuation in prices and stiff competition the company registered higher exports at Rs. 2268.39 lacs as compared to Rs. 1186.46 lacs in previous year recording a jump of over 9 1 %.

DIVIDEND

With a view to conserve resources for immediate future requirements, your directors do not recommend any dividend for the year under consideration.

LISTING OF SHARES

The Equity Shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to BSE Limited, Mumbai upto the Financial Year 2012-13.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made thereunder.

DIRECTORS

Mr. Mohan Lal and Mr. Mohinder Pal Gupta, Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity. Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors' report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors' Report.

AUDIT COMMITTEE

Presently the constituent members of the Audit Committee are Mr. Mohinder Pal Gupta, Mr. Mohan Lal and Mr. Jawahar Jain. Mr. Mohinder Pal Gupta is the Chairman of the said Committee. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The Committee met five times during the year under review.

COST AUDITORS

The Board of Directors has appointed M/s. Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company under Section 233 B of the Companies Act, 1956 for which application to the Central Government has already been made seeking approval for appointment of Cost Auditors to conduct audit in respect of all the Units of the Company for the financial year 2012-13.

The Cost Audit Report for the financial year 201 1-12 will be forwarded to the Central Government as per provisions of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

M/S RCS & Company, the Secretarial Auditors of the Company retire at the ensuing Annual General Meeting. The reappointment of the Secretarial Auditors is to be approved by the members at the ensuing Annual General Meeting to verify the Secretarial records and to provide a compliance certificate for the financial year

2012-13. The Board recommends to reappoint M/s RCS & Company, the Secretarial Auditors and to fix their remuneration.

Further, the Secretarial Compliance Certificate for financial year 201 1-12 received from M/s RCS & Company, Practicing Company Secretaries is annexed and forms part of this report as Annexure-II.

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

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-III forming part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

Statement pursuant to section 217(2A) of the Companies Act, 1956 and the companies (Particulars of Employees) rules, 1975 is given below:

Name of Age Designation & Remuneration Qualification Employee Nature of Duties (Rs.)

Mr. Kapil 62 Chairman & 34,00,289/- B.Com Kumar Jain Managing Director looking after all managerial functions of the Company

Name Experience Date of Last Employment (Years) Commencement held

Mr. Kapil Kumar Jain of Employment 38 01.08.2009 Vardhman Industries Limited (Chairman)

Note: The above appointment is contractual and remuneration includes perquisites valued in accordance with the Income Tax Rules, 1962. Mr. Kapil Kumar Jain holds 232000 equity shares representing 4.69 % in the paid up capital of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement pursuant to the provisions of Section 2 17(2AA) of the Companies Act, 1956 is given in Annexure-IV forming part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Financial Institutions, Government Authorities and Business constituents for their continued support and co-operation extended from time to time to the Company.

By order of the Board of Directors

Sd/-

PLACE : LUDHIANA (KAPIL KUMAR JAIN)

DATED : 03.09.2012 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

We have pleasure in presenting the 31st Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees in Lacs) Current Year Previous year

Sale/Income from operations (Gross) 22450.85 24877.69 Profit before Interest, Depreciation and Tax 706.48 868.55

Less : Financial Expenses 396.04 273.32

Provision for Depreciation 203.16 262.04

Taxes : Current Tax 53.00 131.00 Deferred Tax (1.76) 650.44 41.59 707.95

Profit after Tax 56.04 160.60 Add: Balance b/f from Previous Year 2445.37 2309.77

Profit available for appropriations 2501.41 2470.37 Appropriations : Transferred to General Reserve 25.00 25.00 Surplus Carried to Balance Sheet 2476.41 2445.37

2501.41 2470.37

OPERATIONS

Your Directors hereby inform you that your Company has recorded a lower Gross Sale/Income from operations of Rs. 22450.85 lacs as compared to 24877.69 lacs of previous year representing a decline of about 9.76 % which is attributed to decline in sale prices of its products in line with industry trends. This has resulted in a lower net profit before taxes of Rs.107.28 lacs as compared to Rs. 333.19 lacs. After providing for tax of Rs. 53.00 lacs (Rs.131.00 lacs), the net profit is placed at Rs. 56.04 lacs as compared to Rs. 160.60 lacs of previous year. The management is making all out efforts to improve the working of the Company by optimum utilisation of resources.

EXPORTS

We are pleased to inform you that during the year under review the Company continued to export its products in various countries such as Ghana, Sudan and West Indies etc.

However, due to wide fluctuation in prices, foreign exchange fluctuations and stiff competition, the exports were lower at Rs.1186.46 lacs as compared to Rs.1277.66 lacs in previous year.

DIVIDEND

With a view to conserve resources for immediate future requirements, your directors have not recommended any dividend for the year under consideration.

LISTING OF SHARES

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to Bombay Stock Exchange Limited, Mumbai upto the Financial Year 2011-12.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS

Mr. Rahul Jain and Mr. Jawahar Jain, Directors of the company retire by rotation at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I. Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors' report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors' Report.

COST AUDITORS

The Board of Directors has appointed M/s. Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company under Section 233 B of the Companies Act, 1956 for which application to the Central Government has already been made seeking approval for appointment of Cost Auditors to conduct audit of the Company for the year 2011-12.

SECRETARIAL COMPLIANCE CERTIFICATE

M/S RCS & Company, the Secretarial Auditors of the Company retire at the ensuing Annual General Meeting. The reappointment of the Secretarial Auditors is to be approved by the members at the ensuing Annual General Meeting to verify the Secretarial records and to provide a compliance certificate for the financial year 2011-12. The Board recommends to reappoint M/s RCS & Company, the Secretarial Auditors and to fix their remuneration.

Further, the Secretarial Compliance Certificate for financial year 2010-11 received from M/s RCS & Company, Practicing Company Secretaries is annexed and forms part of this report as Annexure-II.

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

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-III forming part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

Statement pursuant to section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 is given below:

Name of Age Designation & Remuneration Qualification Experience Director Nature of Duties (Rs.) (Years)

Mr. Kapil 61 Chairman & 33,73,010/- B.Com 37 01.08.2009 kumar Jain Managing Director looking after all managerial functions of the Company

Name of Date of Commencement of Employment Last Employment held Director

Mr. Kapil 01.08.2009 Vardhman Industries kumar Jain Limited(Chairman)

Note: The above appointment is contractual and remuneration includes perquisites valued in accordance with the Income Tax Rules, 1962. Mr. Kapil Kumar Jain holds 2,32,000 equity shares representing 4.69 % in the paid up capital of the Company

AUDIT COMMITTEE

As per clause 49 of the Listing Agreement the Company has constituted an Audit Committee. The constituent members of the Audit Committee are Mr. Mohan Lal, Mr. Mohinder Pal Gupta and Mr. Jawahar Jain. Mr. Mohinder Pal Gupta is Chairman of the Committee. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The Committee met five times during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors' Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is given in Annexure-IV forming part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Financial Institutions, Government Authorities and Business constituents for their continued support and co-operaiton extended from time to time to the Company.

By order of the Board of Directors

Sd/-

PLACE : LUDHIANA (KAPIL KUMAR JAIN)

DATED : 03.09.2011 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

We have pleasure in presenting the 30th Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Current Year Previous year

Sale/Income from operations (Gross) 24877.69 30300.97

Profit before Interest, Depreciation and Tax 868.55 996.66

Less : Financial Expenses 273.32 526.61

Provision for Depreciation 262.04 276.83

Taxes : Current Tax & FBT 131.00 94.75

Deferred Tax 41.59 707.95 (13.56) 884.63

Profit after Tax 160.60 112.03

Add:

Balance b/f from Previous Year 2309.77 2245.85

Profit available for appropriations 2470.37 2357.88

Appropriations :

Provision for Gratuity - 23.11

Transferred to General Reserve 25.00 25.00

Surplus Carried to Balance Sheet 2445.37 2309.77

2470.37 2357.88

OPERATIONS

Your Directors hereby inform you that your Company has recorded a lower Gross Sale/Income from operations of Rs. 24877.69 lacs as compared to 30300.97 lacs of previous year representing a decline of about 17.90% which is attributed to decline in sale prices of its products in line with industry trends. The operations of the units remaining with the Company (after hive off) have resulted in a net profit of Rs.160.60 lacs after all adjustments as compared to Rs. 112.03 lacs thus registering a jump of over 43%.

EXPORTS

We are pleased to inform you that during the year under review the Company continued to export its products in various countries such as Ghana, Ethiopia and West Indies etc.

However, due to wide fluctuation in prices and stiff competition, the exports were lower at Rs.1277.66 lacs as compared to Rs. 1458.12 lacs in previous year.

SCHEME OF ARRANGEMENT IN RESPECT OF SPONGE IRON UNIT IN THE STATE OF JHARKHAND

As informed in previous years Report, the Scheme of Arrangement in respect of hiving off of Sponge Iron unit in the state of Jharkhand has been approved by Honble High Court of Punjab & Haryana at Chandigarh vide its order dated 23.07.2009 as amended on 09.10.2009 and all the legal and procedural formalities have since been complied with.

DIVIDEND

With a view to conserve resources for immediate future requirements, your directors have not recommended any dividend for the year under consideration.

LISTING OF SHARES

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to Bombay Stock Exchange Limited, Mumbai upto the Financial Year 2010-11.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made thereunder.

DIRECTORS

Mr. Mohinder Kumar Jain and Mr. Mohan Lal, Directors of the company retire by rotation at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I. Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity.

AUDITORS

M/s Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

AUDITORS REPORT

The Auditors report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors Report.

COST AUDITORS

The Board of Directors has appointed M/s. Meenu & Associates, Cost Accountants, Ludhiana as the Cost Auditors of the Company under Section 233 B of the Companies Act, 1956 for which application to the Central Government has already been made seeking approval for appointment of Cost Auditors to conduct audit in respect of Steel Pipes Unit for the year 2010-11.

SECRETARIAL COMPLIANCE CERTIFICATE

M/S RCS & Company, the Secretarial Auditors of the Company retire at the ensuing Annual General Meeting. The reappointment of the Secretarial Auditors is to be approved by the members at the ensuing Annual General Meeting to verify the Secretarial records and to provide a compliance certificate for the financial year 2010-11. The Board recommends to reappoint M/s RCS & Company, the Secretarial Auditors and to fix their remuneration.

Further, the Secretarial Compliance Certificate for financial year 2009-10 received from M/s RCS & Company, Practicing Company Secretaries is annexed and forms part of this report as Annexure-II.

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

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-III forming part of this report.

PERSONNEL AND INDUSTRIAL RELATIONS

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

Statement pursuant to section 217(2A) of the Companies Act, 1956 and the companies (Particulars of Employees) rules, 1975 is given below:

Name of Age Designation & Remuneration Qualification Experience

Director Nature of Duties (Rs.) (Years)

Mr. Rahul Jain 36 Whole Time Director* 10,26,800/- B.Com. 14

looking after all

managerial

functions of

the Company

Name of Director Date of Commencement Last Employment of Employment held

Mr. Rahul Jai 01.04.1997 1st Employment

(*) Salary paid upto 31.07.2009

Note: The above appointment is contractual and remuneration includes perquisites valued in accordance with the Income Tax Rules, 1962.

AUDIT COMMITTEE

As per clause 49 of the Listing Agreement the Company has constituted an Audit Committee. The constituent members of the Audit Committee are Mr. Mohan Lal, Mr. Mohinder Pal Gupta and Mr. Jawahar Jain. Mr. Mohinder Pal Gupta is chairman of the Committee. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The Committee met five times during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 is given in Annexure-IV forming part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Financial Institutions, Government Authorities and Business constituents for their continued support and co-operaiton extended from time to time to the Company.

By order of the Board of Directors

Sd/-

PLACE : LUDHIANA (KAPIL KUMAR JAIN)

DATED : 10.08.2010 CHAIRMAN & MANAGING DIRECTOR