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Directors Report of Vijay Solvex Ltd.

Mar 31, 2015

Dear Members

The Directors have pleased to present the the 27th Annual Report on the business & operations of your Company alongwith the Audited Financial Statements for the Financial Year ended 31st March, 2015.

Summarised Financial Results (Rs. in Lacs) 2014-15 2013-14

Turnover & Inter Divisional Transfers 76885.91 103249.19

Less: Inter Divisional Transfers 76.81 75.76

Net Turnover 76809.10 103173.43

Profit before interest, depreciation and tax 1318.75 1758.05

Less: Interest (Net) 586.75 680.71

Profit before depreciation and tax 732.00 1077.34

Less: Depreciation (Net of Revaluation Reserve) 153.57 227.35

Profit before Tax 578.43 849.99

Less: Provision for current tax (161.00) (265.00)

Less: Provision for Deferred Tax 47.00 53.00

Profit after tax 464.43 637.99

Add: Balance Brought forward from previous year 6330.54 5690.16

Less: Adjustment related to Fixed Assets (ref. note 9.2 of Financial Statement 31.64 --

Less : Expenditure incurred on CSR 12.00 --

Add: Transfer from Revaluation Reserve 2.41 2.39

Surplus carried to Balance Sheet 6753.64 6330.54

STATE OF COMPANY'S AFFAIRS

Your company has achieved the turnover of Rs.76809.10 Lacs as against Rs.103173.43 lacs achieved during the previous years. Profit before interest, depreciation and taxes was at Rs.1318.75 Lacs as against Rs.1758.05 Lacs a decrease of approx 25% during current year. However, decrease in sale in compare to previous year is 25.55%. Your Company recorded net profit after tax of Rs.464.43 Lacs.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2014 - 15

There is no material changes and commitment affecting the financial position of company after the close of financial year 2014-2015 till the date of report. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION

There is no subsidiary and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year. DIVIDEND

The Company intends to retain internal accrual for

funding growth to generate a good return for shareholders both of today and for tomorrow. Thus the Board of Directors does not propose any dividend for the financial year 2014-15.

TRANSFER TO RESERVES

Your Company has not made any transfer to Reserves during the financial year 2014-15.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

No loans given, investment made, Guarantees given and securities provided during the financial year 2014-15.

INTERNAL FINANCIAL CONTROL

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 weaknesses in the design or operation were observed.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/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 entered into contract/arrangement/ transaction with M/s Deepak Vegpro (P) Ltd, a related party which could be considered material in accordance with the Clause 49 of the listing agreement and company's policy on related party transactions. Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of Companies (Accounts) Rules, 2014, the particulars of every contract or arrangements or transactions entered into by the Company with related parties shall be disclosed in Form No. AOC- 2 which is attached as Annexure-I.

The policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.vijaysolvex.com.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Assessment of the Company's risk profile and key areas of risk in particular. (b) Recommending to the Board and adopting risk assessment and rating procedures. (c) Monitoring and reviewing of the risk management plan.

The Company manages monitors and reports on the principal risks and uncertainties that can impact on the ability to achieve its strategic objectives. The Company's management system includes organizational structures, processes, standards, code of conduct etc.

Further,a risk management policy was reviewed and approved by the Committee to mitigate risks. As per the view of committee and board of directors, there is no specific risk in operation of company, which may impact the existence of company.

AUDITORS AND AUDITOR'S REPORT Statutory Auditors

At the Annual General Meeting held on 30th September, 2014, M/s K.L. Datta & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office for the terms of 3 years subject to ratification by the members in Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the audit committee and board of directors recommend the appointment of M/s K.L. Datta & Co., Chartered Accountants, as statutory auditors of the Company to audit the Accounts of the Company for the Financial Year 2015-16 at remuneration as may be decided by the Board of Directors on the recommendation of the audit committee for ratification by the members.

In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be within the limits prescribed under the Companies Act, 2013, and they are not disqualified for appointment, in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditor's Report

The notes on accounts referred to in the Auditor's Report are self explanatory and there are no adverse remarks or qualification in the Report and therefore, do not need any further comment.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rajesh & Company, Cost Accountants (Firm Registration Number 000031) has appointed as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016 at a remuneration ratified by the members of the company.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Mr. Ramesh Kumar Shivnani, Practising Company Secretary, to conduct Secretarial Audit of the company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure-II.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. DIRECTORS AND KEY MANAGERIAL PERSONNEL

* Retire by Rotation

In accordance with the provisions of Section 152 of The Companies Act, 2013, the Director due to retire by rotation at the ensuing Annual General Meeting is Shri Daya Kishan Data, who being eligible, has offers himself for re-appointment.

* Appointment & Re-appointment of Directors & KMP

During the year under review, the members approved the appointments of Shri Ram Babu Jhalani, Shri Giriraj Goyal, Shri Ramesh Chand Gupta and Shri Shiv Kumar Deviprasad Gupta as Non Executive Independent Directors of the Company who are not liable to retire by rotation. The members also approved the appointment of Smt. Gayatri Devi as Non Executive Director of the company, whose term of office shall be liable to retire by rotation.

The members also re-appointed Shri Daya Kishan Data as Whole Time Director of the company for a period of 5 years with effect from 29thSeptember, 2014 and fixed the terms and conditions of such appointment including remuneration.

The members also re-appointed Shri Vijay Data as Managing Director of the company for a period of 5 years with effect from 26thSeptember, 2014 and fixed the terms and conditions of such appointment including remuneration.

During the year, Shri Shankar Kukreja has been appointed as Chief Financial Officer with effect from 14th August, 2014.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

NUMBER OF MEETING OF THE BOARD The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agenda of each Board Meeting was given in writing to each Director.

Eleven meeting of the Board of Directors were held during the year. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Clause 49 of the Listing Agreement. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Independent Directors namely Shri G.R. Goyal (Chairman), Shri Ram Babu Jhalani and Shri Ramesh Chand Gupta as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprises of three Independent Directors namely Shri G.R. Goyal (Chairman), Shri Ram Babu Jhalani and Shri Ramesh Chand Gupta as other members.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the

Company, which has been approved by the Board. The Company's CSR policy is multifaceted to cover projects and programmes in the field of education, healthcare, rural infrastructure and development, sanitation and environment. The primary focus of the Company's CSR initiatives during the year 2014-15 was on projects and programmes for skill development education facilities.

During the year, the Company has spent Rs. 12.00 Lacs (2% of the average net profits of last three financial years) on CSR activities.

The CSR Policy may be accessed on the Company's website at the link: http://www.vijaysolvex.com.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made as Annexure-III.

VIGIL MECHANISM/WHISTLE BLOWER POLICY The Vigil Mechanism of the Company incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Company Secretary or Chief Financial Officer of the Company or to the Chairman of the Audit Committee. The whistle blower policy may be accessed on the Company's website at http:// www.vijaysolvex.com.

REMUNERATION POLICY

The nomination and remuneration committee has recommended to the Board the following policies which are attached herewith and marked as Annexure-IV(i) and IV(ii).

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and senior management.

EVALUATION OF BOARD

The performance of Board, its Committee and individual directors are evaluated by No. of meetings held, time spent in each meeting deliberating the issues, quality of information / data provided to the member, the time given to them to study the details before each meeting, quality of the deliberation in each meeting, contribution of each director, the details of decision taken and measures adopted in implementing the decision and monitoring the continuous implementation of the decision and feed back to the Board.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committee and other Individual Directors which includes criteria for performance evaluation of the non- executive directors and executive directors.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at link http://www.vijaysolvex.com.

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors may make presentations to the inductees about the Company's organization structure, finance, human resources, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website (http://www.vijaysolvex.com/).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisites Certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT

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

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed

herewith as Annexure-V to this Report.

ENERGY CONSUMPTION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in the Annexure-VI to this report.

DIRECTORS' RESPONSIBILITY STATEM ENT Your Directors state that:

i. In the preparation of the Annual Accounts for the year ended 31stMarch, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31 stMarch, 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts of the Company on a 'going concern' basis;

v The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

Your Company has not accepted any fixed deposits during the year from the public.

PROSPECT

Your company is expected to maintain a reasonable rate of growth and your Directors positively view the prospect for the current year with confidence.

LEGAL MATTERS PENDING BEFORE VARIOUS COURTS AND COMPANY LAW BOARD Since order dated 14.03.2012 passed by Hon'ble High Court of Judicature of Rajasthan, Bench at Jaipur in S.B. Civil Misc. Appeal No.2218 of 2011 etc. w.r.t. partition suit has been set aside by the Hon'ble Supreme Court Vide order dated 04.08.2014 and remitted back the matter to Rajasthan High Court for its fresh consideration after hearing the parties. Hon'ble High Court of Judicature of Rajasthan, Bench at Jaipur after hearing the parties passed an order dated 06.04.2015 and allowed the above mentioned Civil Misc. Appeal and other connected appeals while partially setting aside Order dated 10.02.2011 passed by the Court of Ld. ADJ, Jaipur. However, the order dated 06.04.2015 has been challenged before the Hon'ble Supreme Court of India by the original Plaintiffs. The next date before Hon'ble Supreme Court is 18.09.2015. Thus as on date the restraint order passed by the Ld. Trial Court against the Company for transferring or alienating the properties or creating charge over the properties of the Company stood set aside.

Since the legal matter under Section 111, 397-398 of the Companies Act, 1956 are still sub-judice before the Hon'ble Company Law Board, New Delhi which are yet to be heard finally by CLB.

Presently the Company is registered owner of SCOOTER trademark/device/logo and copyright in the artwork of SCOOTER Wavy device is registered with Registrar of T rade Mark and Copyright. The Company is taking appropriate legal action against all the persons who infringing its trademark and copyright and company is defending its right before the Hon'ble Courts, wherever the challenges have been made. The Board is hopeful of disposal of the matter in favour of the Company.

PARTICULARS OF EMPLOYEES Disclosure pertaining to remuneration and other details as required under 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 annexed herewith as Annexure-VII to this Report.

Further, In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The company has in place a system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

- No of complaints received - Nil

- No of complaints disposed off. - NA

GENERAL

Your Director states 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:-

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

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

d) Issue of Employee Stock Option Scheme to employees of the company

e) As there is no subsidiary or holding company of your company, so Managing Director and Whole Time Directors of the company does not receive any remuneration or commission from any of such companies.

e) 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.

f) Purchase of or subscription for shares in the company by the employees of the company.

g) There is no subsidiary of company, so no policy on material subsidiary is required to be adopted.

Your Directors further state that:-

There is no change in the nature of business of company during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Venders, Government Authorities, Customers and Member during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executives staff & workers of the Company and gratitude to the members for their continued support and confidence.

By order of the Board of Directors

Date : August 28, 2015 Niranjan Lal Data Place : Alwar-301001 (Raj) Chairman








Mar 31, 2014

Dear Members

The Directors have pleased to present the the 26th Annual Report & Audited Accounts for the Financial Year ended 31st March, 2014.

Summarised Financial Results

(Rs. in Lacs)

2013-14 2012-13

Turnover & Inter Divisional Transfers 103249.19 96050.94

Less: Inter Divisional Transfers 75.76 62.14

Net Turnover 103173.43 95988.80

Profit before interest, depreciation and tax 1758.05 1529.66

Less: Interest (Net) 680.71 712.18

Profit before depreciation and tax 1077.34 817.48

Less: Depreciation (Net of Revaluation Reserve) 227.35 227.34

Profit before Tax 849.99 590.14

Less: Provision for current tax (265.00) (185.00)

Less: Provision for Deferred Tax 53.00 43.00

Profit after tax 637.99 448.14

Add: Balance Brought forward from previous year 5690.16 5239.62

Add: Transfer from Revaluation Reserve 2.39 2.39

Surplus carried to Balance Sheet 6330.54 5690.15

Business Performance

Your company has achieved the turnover of Rs 103173.43 lacs as against Rs 95988.80 lacs achieved during the previous years. Gross Profit before interest, depreciation and taxes was at Rs. 1758.05 Lacs as against Rs 1529.66 Lacs an increase of 14.93% during current year. Your company recorded net profit after tax of Rs 637.99 Lacs. Transfer to Reserves

Your Company has not made any transfer to Reserves during the financial year 2013-14.

Prospectus

Your Company is expected to maintain a reasonable rate of growth and your Directors positively view the prospectus for the current year with confidence. Dividend

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and for tomorrow. Thus the Board of Directors do not propose any dividend for the financial year 2013-14.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1956 during the year review.

Trade Relations

Your Company continued to receive support and co- operation from its retailers, stockiest, suppliers of goods/services, clearing and forwarding agents and all other associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners

Managements'' Discussion and Analysis Report

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

Directors

Reappointment & Appointment

The Directors due to retire by rotation is Shri Niranjan Lal Data, who being eligible, offers themselves for re-appointment.

Board of Directors of the Company re-appointed Shri Vijay Data as Managing Director of the company for a period of five years with effect from 26th September, 2014 subject to the approval of members.

Board of Directors of the Company re-appointed Shri Daya Kishan Data as a Whole-Time Director of the company for a period of five years with effect from 29th September, 2014 subject to the approval of members.

The Company has received a notice in writing proposing Smt. Gayatri Devi as a candidature for the office of Director.

Sh Ram Babu Jhalani, Independent Director is retiring by rotation at the forthcoming Annual General Meeting. In compliance with section 149 of the Companies Act, 2013, Sh Ram Babu Jhalani, Sh G.R. Goyal, Sh Ramesh Chand Gupta and Sh Shivkumar Deviprasad Gupta are being appointed as Independent Directors of the Company to hold office for 3 year consecutive years for a term upto to the conclusion of the 29th Annual General Meeting of the Company in the calendar year 2017. The company has received requisite notices in writing from members proposing Sh Ram Babu Jhalani, Sh G.R. Goyal, Sh Ramesh Chand Gupta and Sh Shivkumar Deviprasad Gupta as Independent Directors.

Legal matters pending before various Courts and Company Law Board

I. Since order dated 14.03.2012 passed by Hon''ble High Court of Judicature of Rajasthan Bench at Jaipur in S.B. Civil Misc. Appeal No.2218 of 2011 etc. w.r.t. partition suit has been set aside by the Supreme Court vide order dated 04.08.2014 and remit back the matter to High Court for its fresh disposal after hearing the parties. Hence, the above matter is sub-jidice before the Hon''ble High Court of Rajasthan.

II. Since the legal matter under section 111, 397-398 of the Companies Act, 1956 are sub-judice before the Hon''ble Company Law Board, New Delhi. Therefore, there is no need of any clarification.

III. Presently the Company is registered owner of SCOOTER trade mark/device/logo and copyright in the art work of SCOOTER wavy device is registered with Registrar of Trade Mark and Copyright. The Company is taking appropriate legal action against all the persons who infringing its trademark and copyright.

The Board is hopeful of disposal of the matter in favour of the Company.

Auditors

M/s K.L. Datta & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuring Annual General Meeting and is eligible for re-appointment to examine and audit the accounts of the company for the term of 3 years subject to ratification of their appointment at every AGM. M/s K.L. Datta & Co. have under section 139(1) of the Companies Act, 2013 and the Rules

framed thereunder furnished a certificate of their eligibility and consent for re-appointment .

Auditor''s Report

The notes on accounts referred to in the Auditor''s Report are self explanatory and there are no adverse remarks or qualification in the Report and therefore, do not need any further comment.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rajesh & Company, Cost Accountants (Firm Registration Number 000031) appointed as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015 at as remuneration as may be ratified by the shareholders of the company.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisites Certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Directors'' Responsibility Statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting

fraud and other irregularities; and iv. The Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

Energy Consumption, Technology absorption and Foreign Exchange earnings and Outgo.

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

Particulars of Employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956.

Information pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is NIL.

Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Venders, Government Authorities, Customers and Member during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executives staff & workers of the Company and gratitude to the members for their continued support and confidence.

For and on behalf of the Board

Date : 3rd September, 2014 Niranjan Lal Data Place : Alwar-301001 (Raj) Chairman


Mar 31, 2013

Dear Members

The Directors have pleased to present the 25th Annual Report & Audited Accounts for the Financial Year ended 31st March, 2013.

Summarized Financial Results

(Rs. in Lacs)

2012-13 2011-12

Turnover & Inter Divisional Transfers 96050.94 76051.27

Less: Inter Divisional Transfers 62.14 49.79

Net Turnover 85988.80 76001.48

Profit before interest, depreciation and tax 1529.66 1333 12

Less: Interest (Net) 712.18 820.56

Profit before depreciation and tax 817 48 512.57

Less: Depreciation (Net of Revaluation Reserve) 227.34 228 97

Profit before Tax 590.14 -

Less: Provision for current tax (185.00) (85.00)

Less: Provision for Deferred Tax 43.00 45.93

Profit after tax 448.14 244.53

Add: Balance Brought forward from previous year 5239.62 4992.70

Add: Transfer from Revaluation Reserve 2.39 2.39

Surplus carried to Balance Sheet 5690.15 5239.62

Business Performance

Your Company has achieved the turnover of Rs.95,988.80 Lacs as against Rs.76,001.48 Lacs achieved during the previous years. Gross Profit before interest, depreciation and taxes was at Rs. 1529.66 Lacs as against Rs.1,333.12 Lacs, an increase of 14.74%. Your Company recorded net profit after tax of Rs.448.14 Lacs.

Prospectus

Your Company is expected to maintain a reasonable rate of growth and your Directors positively view the prospectus for the current year with confidence.

Dividend

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and for tomorrow. Thus the Board of Directors do not propose any dividend for the financial year 2012-13.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed there under during the year review. Trade Relations Your Company continued to receive support and co- operation from its retailers, stockiest, suppliers of goods/services, clearing and for -warding agents and all other associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Managements'' Discussion and Analysis Report

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

Directors

The Directors retire by rotation are Shri Daya Kishan Data, who being eligible, offers himself for re- appointment.

Legal matters pending before various Courts and Company Law Board

Since the matter is sub-juice before the Hon''bie Supreme Court of India, there is no need of any clarification. However, the Board is hopeful of disposal of the matter in favor of the company.

Auditors

M/s K.L. Datta & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1 B) of Companies Act, 1956.

The notes on accounts referred to in the Auditor''s Report are self explanatory and therefore, do not need any further comments.

Cost Auditors and Cost Audit Report Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to products manufactured by the Company.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisites Certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Directors'' Responsibility Statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable Accounting Standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

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

Particulars of Employees

Information pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is NIL.

Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Venders, Government Authorities, Customers and Member during the year under review. Your Directors also wish to piace on record their deep sense of appreciation for committed services by the executives staff & workers of the Company and gratitude to the members for their continued support and confidence.

For and on behalf of the Board

Date : 14th August, 2013 Niranjan Lai Data

Place : Alwar-301001 (Raj) Chairman


Mar 31, 2012

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2012.

(Rs. in Lacs)

2011-12 2010-11

Turnover & Inter Divisional Transfers 76051.27 60699.71

Less: Inter Divisional Transfers 49.79 46.26

Net Turnover 76001.48 60653.45

Profit before interest, depreciation and tax 1333.12 1178.58

Less: Interest (Net) 820.56 402.11

Profit before depreciation and tax 512.57 776.48

Less: Depreciation 228.97 236.30

Profit before Tax 283.60 540.18

Less: Provision for current tax (85.00) (182.00)

Less: Provision for Deferred Tax (5.15) 48.80

Profit after tax 193.45 406.98

Add: Balance Brought Forward from previous year 4992.70 4583.33

Add: Transfer from Revaluation Reserve 2.39 2.39

Surplus carried to Balance Sheet 5188.54 4992.70

Business Performance

Your Company has achieved the turnover of Rs.76001.48 Lacs as against Rs.60653.45 Lacs achieved during the previous years profit before interest, depreciation and taxes was at Rs.1333.12 Lacs, an increased of 13.11%. Your Company recorded net profit after tax of Rs.193.45 Lacs.

Prospectus

Your Company is expected to maintain a reasonable rate of growth and your Directors positively view the prospectus for the current year with confidence.

Dividend

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and for tomorrow. Thus the Board of Directors do not propose any dividend for the financial year 2011-12.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed thereunder during the year review.

Employee Relations

Relations between the employees and the management continued to be cordial during the year. Your Directors and Management express happiness for the commitment shown by the employees. The

Board wishes to express its deep apreciation to all employees of your Company for their dedicated services during the year.

Trade Relation

Your Company continued to receive support and co- operation from its retailers, stockists, suppliers of goods/services, clearing and forwarding agents and all other associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Managements' Discussion and Analysis Report

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

Directors

The Directors retire by rotation are Shri Mukesh Sethi and Shri Niranjan Lal Data. Shri Mukesh Sethi expressed his unwillingness for re-appointment, However Shri Niranjan Lal Data, being eligible, offers himself for re-appointment.

The Board wishes to place on records its appreciation for the services rendered by Shri Mukesh Sethi as director during his tenure on the Board of

the Company.

Legal matters pending before various Courts and Company Law Board

Since the matter is sub judice before the Hon'ble Supreme Court of India, there is no need of any clarification. However, the Board is hopeful of disposal of the matter in favour of the company.

Auditors

M/s K.L. Datta & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1B) of Companies Act, 1956.

The notes on accounts referred to in the Auditor's Report are self explanatory and therefore, do not need any further comments.

Cost Auditors and Cost Audit Report

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to products manufactured by the Company.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisites Certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Directors' Responsibility Statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable Accounting Standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the Financial Year and of the Profit of the Company for the Financial Year;

iii. The Directors have 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; and

iv. The Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

Energy Consumption, Technology absorption and Foreign Exchange earnings and Outgo.

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

Particulars of Employees

Information pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is NIL.

Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Venders, Government Authorities, Customers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executives' staff & workers of the Company and gratitude to the members for their continued support and confidence.

For and on behalf of the Board Niranjan Lal Data

Alwar, 14th August, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report & Audited Accounts for the Financial Year ended 31st March, 2010.

Financial Results

The financial results of your Company for the year ended 31st March, 2010 are given below:

(Rs. in Lacs)

2009-10 2008-09

Turnover & Inter Divisional Transfers 44077.90 53260.23

Less: Inter Divisional Transfers 57.95 1009.98

Net Turnover 44019.95 52250.25

Profit before interest, depreciation and tax 1030.39 1744.22

Less: Interest (Net) 328.43 1167.28

Profit before depreciation and tax 701.96 576.94

Less: Depreciation (Net of Revaluation Reserve) 221.63 212.16

Profit before Tax 480.33 364.78

Less: Provision for current tax 145.00 109.50

Less: Provision for Deferred Tax (39.00) (38.00)

Profit after tax 374.33 293.28

Add: Balance Brought Forward from previous year 4209.01 3915.73

Surplus carried to Balance Sheet 4583.34 4209.01

Business Performance

Financial year 2009-10 has been an eventful year for your Company. Your Company has achieved the turnover of Rs.440.19 Crores and profit before tax of Rs.4.80 Crores. Your Company recorded net profit after tax of Rs.3.74 Crores.

Prospectus

Your Company is expected to maintain a reasonable rate of growth and your Directors positively view the prospectus for the current year with confidence.

Dividend

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and for tomorrow. Thus the Board of Directors do not propose any dividend for the financial year 2009-10.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed thereunder during the year review.

Employee Relations

Relations between the employees and the management continued to be cordial during the year. Your Directors and Management express happiness for the commitment shown by the employees. The Board wishes to express its deep appreciation to all employees of your Company for their dedicated services during the year

Trade Relation

Your Company continued to receive unstinted support and co-operation from its retailers, stockists, suppliers of goods/services, clearing and for-warding agents and all others associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Directors

The Directors due to retire by rotation are Shri Daya Kishan Data and Shri Ramesh Sharma, who being eligible offers themselves for re-appointment. Shri Niranjan Lal Data was appointed as an Executive Chairman of the Company w.e.f. 30th September 2005 and is liable to hold office upto the 29th September, 2010, being eligible offers himself for re-appointment.

Matter before CLB

Some of the Shareholders have moved a petition on 10th July 2009 before the Company Law Board, Bench, New Delhi under section 397, 398, 111A and 247 of the Companies Act, 1956. Honble Bench has passed an interim order and the next date of hearing is fixed for 27th September, 2010.

Auditors

M/s. K.L.Datta & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

The notes on accounts referred to in the Auditors Report are self explanatory and therefore, do not need any further comments.

Corporate Governance

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with Auditors Certificate on its compliance is attached as Annexure 1 to this Report.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards read with requirements as set out under Schedule VI of the Companies Act 1956, have been followed and there are no material departures have been made from the same.

b) that the Directors have selected such accounting policies and have 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 31st March, 2010 and of the profit of the Company for the year ended on that date.

c) that to the best of their knowledge and information, they have 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; and

d) that the Directors have prepared the annual accounts of the Company on a going concern basis.

Energy Consumption, Technology absorption and Foreign Exchange earnings and Outgo.

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

Annexure 2 to this report.

Particulars of Employees

Information pursuant to section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 is NIL.

Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Venders, Government Authorities, Customers and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executives staff & workers of the Company and gratitude to the members for their continued support and confidence.

For and on behalf of the Board

Niranjan Lal Data

Alwar, 4th September, 2010 Chairman

 
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