Directors Report of Ador Multiproducts Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 67th Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under :

Rs. in lacs

Particulars Year ended Year ended 31.03.2015 31.03.2014

Revenue 822 997

Operating Profit / (loss) (137) (124)

Interest (17) (8)

Depreciation and amortisation (15) (23)

Profit/(loss) before tax (105) (155)

Provision tax 34 49

Profit/(loss) after tax (71) (106)

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

In spite of best efforts, the performance of the Company in terms of revenue and profit had de-accelerated, both in personal care products and trading division. While in the short period, it may be difficult to have a quick turnaround, nonetheless efforts shall be made to re-align work systems to ensure sustenance, with thrust to strive ahead in the current financial years.

Your Company's initiatives in the area of sustainability, vision and its growth path into the future, leveraging its corporate strategy of creating multiple drivers of growth is slowing bearing fruit. The order booking for the current year is encouraging when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, the continued economic slowdown, steep increase in taxes/duties, gestation costs relating to the new FMCG businesses and other investments. One of the sectors that has been affected in the past years is FMCG, which is the fourth largest sector in the Indian economy. Overall, the FMCG sector is witnessing a slowdown, depreciating rupee has escalated raw material prices and this, in twirl, has led the FMCG companies to make their endeavor to balance both.

Your company has recently acquired an alcohol license at its plant in Pondicherry as well and has invested in doubling capacity of alcohol based products. This is to meet the grow- ing demand of hand sanitizers, perfumes and other alcohol based products.

PERSONAL PRODUCTS DIVISION

Your Company's Personal Care Products business, continued to gain consumer franchise during the year aided by a slew of new products launches in the Hand Sanitizers, Hand Wash, Skin Care, Face Wash, etc. The business continues to leverage the umbrella brands, namely, "Himalaya Drug Company", "Bdel", "Apollo Pharmacy Company", "Spar"etc., segments and is focused on addressing various consumer benefits with introduction of new variants. Buoyed by increasing consumer franchise for your Company's brands, it is expected that the accelerated growth the Brand businesses will be sustained in the years ahead. Your Company will continue to rapidly scale-up product partnerships, invest in manufacturing and distribution infrastructure to support larger scale view of the growing demand for their products and maximize the benefits of clients synergy.Apart from expanding the Company's existing in-house domain solution capabilities, specific development continued to enhance and strengthen its nexus globally.

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global footprint. It has build contracts with international clients and that should bear fruit in the coming year.

TRADING DIVISION

Your company faced a challenging year in trading of industrial products. The economic scenario, slowdown in infrastructure projects, stiff competition and liquidity crisis in the market has lead to a huge decline in turnover and profitability.

DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2015.

CHANGES IN SHARE CAPITAL:

The Company on 09th July 2014, had approval from Shareholders to allot 2,50,000 convertible Preferential warrants to the Promoter Group in pursuance to passing of Resolutions by Postal Ballot. Subsequently, the Company had allotted first tranche of 1,24,500 Equity shares by conversion of Preferential warrants to Promoter JB Advani and Company Pvt ltd. The Share Capital had increased from 26,14,178 to 27,38,678.

EXTRACT OF ANNUAL RETURN

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

NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15, 7 meetings of the Board of Directors of the Company were held.

Sl. Date Place Time No.

1 17.05.2014 Ador House- Mumbai 12.00 pm

2 18.07.2014 Ador House- Mumbai 12.00 pm

3 29.07.2014 Ador House - Mumbai 2.00 pm

4 11.11.2014 Ador House - Mumbai 2.00 pm

5 03.02.2015 Ador House - Mumbai 4.30 pm

6 30.03.2015 Ador House - Mumbai 12.00 pm

7 31.03.2015 Ador House - Mumbai 1.30 pm

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements are transactions at arms length basis with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15.

Sl. Particulars JB Advani Ador Welding No. & Co Ltd (in Rs.) (in Rs.)

1 Advance towards preferential warrants 25,71,938 -

2 Purchase of traded Goods - 65,49,551

3 Re-imbursment of Expenses - 1,60,122

4 Royalty Payment 22,257

5 Interest received on deposit - 8,400

6 Sale of Mfg/ traded goods - 36,046

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mrs. N. Malkani Nagpal, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible seek re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the accounting policies are reasonable and applied them consistently and made judgments and estimates that are rational and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a going concern basis;

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

(f) the proper system is maintained to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

The Company's Auditors M/s. Amarnath Kamath and Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorise the Board of Directors to appoint branch auditors for the current year to audit the accounts of the Company's branch offices and fix their remuneration.

SECRETARIAL AUDIT REPORT

As per Section 204(1) of the Companies Act,2013 the Secretarial Audit Report Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 134 of the Companies Act, 2013 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extended by the, Customers, Suppliers, Group Companies Government Agencies, Banks, Employees and Shareholders and during the year.

For and on behalf of the Board

Mumbai DEEP A LALVANI 30th April,2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 66th Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income

Revenue 997 1164

Operating Profit / (loss) (124) (38)

Interest (8) (6)

Depreciation and amortisation (23) (20)

Profit/(loss) before tax (155) (64)

Provision tax 49 19

Profit/(loss) after tax (106) (45)

DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2014.

SHARE CAPITAL:

During the year 2013-14, the Authorised Share Capital of the Company was increased to Rs.5 crores with consequential changes in the Memorandum and Articles of Association of the Company.

SHARE WARRANTS:

During the year 2014, the Company has sought the approval of share holders for preferential issue of share warrants to the promoter. Since necessary approvals from statutory authorities was not received before the close of the year, the same was withdrawn.

OPERATIONS:

In spite of best efforts, the performance of the Company in terms of revenue and profit had de-accelerated, both in personal care products and trading division. While in the short period, it may be difficult to have a quick turnaround, nonetheless efforts shall be made to realign work systems to ensure sustenance, with thrust to strive ahead in the current financial years.

Your Company''s initiatives in the area of sustainability, vision and its growth path into the future, leveraging its corporate strategy of creating multiple drivers of growth is slowly bearing fruit. The order booking for the current year is encouraging when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, the continued economic slowdown, steep increase in taxes/duties, gestation costs relating to the new FMCG businesses and other investments. One of the sectors that has been affected in the past years is FMCG, which is the fourth largest sector in the Indian economy. Overall , the FMCG sector is witnessing a slowdown, depreciating rupee has escalated raw material prices and this, in turn, has led the FMCG companies to make their endeavor to balance both.

PERSONAL PRODUCTS DIVISION:

Your Company''s Personal Care Products business, continued to gain consumer franchise during the year aided by a slew of new products launches in the Hand Sanitizers, Hand Wash, Skin Care, Face Wash, etc. The business continues to leverage the umbrella brands, namely, "Bdel", "Apollo Pharmacy Company", "Äuchan"etc., segments and is focused on addressing various consumer benefits with the introduction of new variants. Buoyed by increasing consumer franchise for your Company''s brands, it is expected that the accelerated growth of the Brand businesses will be sustained in the years ahead. Your Company will continue to rapidly scale-up product partnerships, invest in manufacturing and distribution infrastructure to support larger scale in view of the growing demand for their products and maximize the benefits of clients synergy. Apart from expanding the Company''s existing in-house domain solution, capabilities, specific development continued to enhance and strengthen its nexus globally.

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global footprint. It has build contracts with international clients and that should bear fruit in the coming year.

TRADING DIVISION:

Your company faced a challenging year in trading of industrial products. The economic scenario, slowdown in infrastructure projects, stiff competition and liquidity crisis in the market has lead to a huge decline in turnover and profitability.

CONSERVATION OF ENERGY:

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS:

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mr. Aditya T Malkani Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible seek re-appointment.

The Company had, pursuant to provisions of Clause 49 of the Listing Agreements, appoint Mr.Navroze S.Marshall as Independent Director of the Company.

As per Section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. Mr.Navroze.S.Marshall who was co-opted as an Additional Director of the Company by the Board with effect from 31st January 2014 and holds the office up to the date of the forthcoming Annual General Meeting, seek appointment as Independent Director.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the accounting policies are reasonable and applied them consistently and made judgments and estimates that are rational and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a going concern basis;

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

(f) the proper system is maintained to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS:

The Company''s Auditors M/s. Amarnath Kamath and Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorise the Board of Directors to appoint branch auditors for the current year to audit the accounts of the Company''s branch offices and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES:

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 134 of the Companies Act, 2013 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and place on record their co-operation and support extended by the, Customers, Suppliers, Group Companies, Government Agencies, Banks, Employees and Shareholders and look forward to their continued co-operation during the year.

For and on behalf of the Board

Mumbai DEEP A LALVANI

17th May,2014 Chairman

---

Mar 31, 2013

The Directors are pleased to present the 65th Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue 1164 1139

Operating profit/(loss) (38) 22

Interest (6) (3)

Depreciation and amortization (20) (17)

Profit/(loss) before tax (64) 2

Provision tax 19 2

Profit/(loss) after tax (45) 4

DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March, 2013.

OPERATIONS

In spite of best efforts, the performance of the Company in terms of revenue and profit had de-accelerated, both in personal care products and trading division. While in the short period, it may be difficult to have a quick turnaround, nonetheless efforts shall be made to realign work systems to ensure sustenance, with thrust to strive ahead in the current financial year.

Personal Products Division

The Company has strengthened its product development and customer base. In the year under review, it added three more customers to its product portfolio. Furthermore, development of new products such as healing cream, variants of body spray, hand sanitizers and hand wash (under own brand of Influence range) have been initiated. Unfortunately, slowdown in the export market coupled with adverse financial impact on the customers, have largely shrunk demand in comparison to earlier years.

Trading Division

Your company continues to hold a dominant share of trading in industrial products in South India. Economic scenario, stiff competition and liquidity crisis in the market have lead to huge decline in turnover and profitability.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. Inspite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the year, as the customers exported products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mr.A T Maikani and Ms. Aruna B Advani Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible seek re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2A) of the Companies Act, 1956, your Directors'' confirm that:

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

The Company''s Statutory Auditors M/s. Amarnath Kamath and Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorize the Board of Directors to appoint Branch Auditors for the current year to audit the accounts of the Company''s branch offices and fix their remuneration.

SECRETRIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extended by Group Companies, Customers, Suppliers, Government Agencies, Banks, Employees and Shareholders during the year.

On behalf of the Board

For Ador Multiproduct Limited

Mumbai DEEP A. LALVANI

26th April,2013 Chairman

---

Mar 31, 2012

The Directors are pleased to present the 64th Annual Report and the performance of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.in lacs)

Year ended Year ended

31.03.2012 31.03.2011

Sates and Other Income

(net Excise Duty) 1097.66 1100.33 Profit before Interest, Depreciation

and Tax 20.67 48.22

Less: Depreciation and Amortisation 14.88 15.10

Interest 3.71 0.93

Profit after Interest and Depreciation 2.08 32.19

less. Provision for Tax 0.39 11.10

Deferred Tax (1-53) (1.18)

Taxation of earlier years (0.39) (0.15)

Profit for the year 3.61 22.42

Balance of earlier year's 84.55 62.13

88.16 84.55

DIVIDEND

In view of the marginal profit, your Directors do not recommend any dividend for the year ended 31st March, 2012.

OPERATIONS

Personal Products Division

During the financial year under review, the Company entered in to agreements with two organizations - SPAR HYPERMARKET' and 'ANGLO FRECH DRUGS COMPANY - for manufacture of their branded personal care products.

The Company also developed certain new range of personal care products and test marketed the same, which has been well received in the market.

Further, the 'Influence' range of personal care products comprising body sprays, hand sanitizers, shampoos, body lotion, talcum powder and shower gel have received good response and initial orders are being received.

Trading Division

Having established itself as one of the largest distributors in South India, your Company is positioned for high growth market segments in other regions. The Company has been appointed as distributor of Grind well Norton Limited. This gives leverage in addition to other complimentary products of the welding industry.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mr. H.P. Ledwani and Mr. R.A. Mirchandani - Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

AUDITORS

The Company's Auditors M/s. Amarnath Kamath and Associates, Chartered' Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorise the Board of Directors to appoint branch auditors for the current year to audit the accounts of the Company's branch offices and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Particulars of j Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extended by Group Companies, Customers, Suppliers, Government Agencies, Banks, Employees and Shareholders during the year.

For and on behalf of the Board

Bangalore DEEP A. LALVANI

27th April,2012 Chairman

---

Mar 31, 2011

The Directors are pleased to present the 63rd Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in lacs) Year ended Year ended 31.03.2011 31.03.2010

Sales and Other Income (net of Excise Duty) 1,100.33 1,247.38

Profit before Interest, Depreciation and Tax 48.22 75.96

Less: depreciation 15.10 13.51

Interest 0.93 2.24

Profit after Interest and Depreciation 32.19 60.21

Less: Provision for Current Tax 11.10 19.00

Deferred Tax (1.18) (0.95)

Taxation relates to earlier years (0.15) -

Net Profit for the year 22.42 42.16

Balance brought forward from previous year 62.13 48.28

84.55 90.44

Appropriations:

Proposed Dividend - 24.28

Tax on above dividend distribution - 4.03

Transfer to General Reserve - -

Balance carried Balance Sheet 84.55 62.13

84.55 90.44

DIVIDEND

As resources have to be conserved for deployment in the business, Directors do not recommend any dividend for the year 31st March, 2011.

SHARE CAPITAL

In December 2009, the Company had issued 2,79,717 warrants to the Promoter Group in pursuance of resolution passed at the Extraordinary General Meeting of the Company. These warrants have been duly converted into Equity Shares within the stipulated period of eighteen months from the date of allotment

OPERATIONS

Personal Products Division

During the financial year 2010-2011, the Company developed its own range of personal care products and test marketed the same. The Influence range of personal care products comprise body sprays, hand sanitizers, shampoo, body lotion, talcum powder and shower gel. The brand has received a good initial response and some initial orders have started coming in. The coming financial year brings with it a lot of promise in this niche segment. The company has also bagged exclusive marketing & distribution contracts with two leading Briitish firms to market their premium products in India. This fills the space of the premium mens grooming products category and the bath category. The initial response has been positive and the company aims to build creditability in this high growth segment.

Trading Division

Having established itself as one of the largest distributors in the South, your Company is now expected to further penetrate the market in high growth segments. The Company is also planning to expand its reach geographically in the Tamil Nadu region which should bring in additional revenue.

The past year has been tough year for the trading division, margins have been squeezed and customers loyalty has diminished. The company is rejuvenating the team and policies to ensure we gain new customers and improve margins.

EMPLOYEES

Motivated employees are an asset to the Company. The quality of manpower and productivity is being continuously monitored and enhanced through training and development.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

RESEARCH AND DEVELOPMENT

The Company has plans to spend on Research and Development during the current year. The Company has already invested a little bit in R & D and further plans to build on this platform. Demand for natural and paraben free products will be focus for the R & D this year.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Ms. Aruna B. Advani and Mrs. N. Malkani Nagpal - Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible they seek re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

a The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on an ongoing concern basis.

AUDITORS

The Companys Auditors M/s. Amarnath Kamath & Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Members are also requested to authorise the Board of Directors inconsultation with Companys statutory auditiors to appoint Branch Auditors for the current year to audit the accounts of the Companys Branch Offices and fix their remuneration.

SECRETRIAL COMPLIANCE CERTIFICATE

As per Sec. 383A of the Companies Act, 1956 the Secretrial Compliance Certificate obtained from Practising Comany Secterary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and place on record their appreciation for the excellent co-operation and support extended by the Customers, Suppliers, Government Agencies, Banks, Employees, Shareholders and look forward to their continued support.

For and on behalf of the Board

DEEP A LALVANI Chairman

Bangalore 30th April, 2011

---

Mar 31, 2010

The Directors present the 62nd Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2010 .

FINANCIAL RESULTS

( Rs. in lacs)

Year ended Year ended 31.03.2010 31.03.2009

Sales and Other Income

(net Excise Duty) 1247.38 1066.90

Profit before Interest,

Depreciation and Tax 75.96 69.85

Less : Depreciation 13.51 13.21

Interest 2.24 2.01

Profit after Interest and Depreciation 60.21 54.63

Less: Provision for Current Tax 19.00 19.00

Provision for Fringe Benefit Tax - 1.56

Deferred Tax (0.95) (3.37)

Net Profit for the year 42.16 37.42

Balance brought forward from

previous year 48.28 10.86

90.44 48.28

Appropriations:

Proposed Dividend 24.28 -

Tax 6n above dividend distribution 4.03 -

Transfer to General Reserve

Balance carried Balance Sheet 62.13 48.28

90.44 48.28

DIVIDEND

The Directors are pleased to recommend a dividend of rupee one per share for the year ended 31st March, 2010. (Previous year - NIL).

SHARE CAPITAL

In December, 2009 the Company issued 2,79,717 convertible equity warrants to the Promoter Group. 93,239 Warrants were converted into equal number of equity shares of Rs. 10/- each on 30th March, 2010 and the premium of Rs. 6/- per share has been credited to Share Premium account. Consequently the paid up share capital has increased Rs. 2,42,77,000/- comprising of 24,27,700 equity shares of Rs. 10/- each.

OPERATIONS

1 Personal Products Division

The increasing interest in International brands in the Indian market has opened opportunities for manufacturing and marketing. Prospects with local players, retailers and international brands therefore, look bright. Your company has started marketing its own brand of bath products under the name Influence. This brand is currently being test marketing in the hospitality industry and certain niche retail segments.

Your company has also shown considerable growth in the alcohol based product segment and is expected further grow in the current year.

Increase in capacities will also meet the growing demands in the shampoo and lotion segments.

Pondicher/y unit is able to meet the demand requirement as well as certain export market.

TRADING DIVISION

Having established itself as one of the largest distributors in the South, your Company is now expected to further penetrate the market in high growth segments. The Company is also planning to expand its reach geographically in the Tamil Nadu region which should bring in additional revenue.

CONSERVATION OF ENERGY

Optimum use of energy through continuous improving methodology has been adhered to. However, the consumption of energy by the Company is non-significant.

RESEARCH AND DEVELOPMENT

The Company has plans to spend on Research and Development during the current year.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There was no Foreign Exchange earnings during the year since the Customers exported the products manufactured by the Company in their names.

DIRECTORS

In accordance with the provisions of the Article 49 of the Articles of Association of the Company, Mr. Aditya T. Malkani, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT: -

As required by Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed;

b. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis.

AUDITORS

The C ipanys Auditors M/s. Amarnath Kamath & Associates., Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Members are also requested to authorise the Board of Directors to appoint Branch Auditors for the current year to audit the accounts of the Companys Branch Offices and fix their remuneration.

PARTICULARS OF EMPLOYEES

No employee is drawing the remuneration of more than Rs. 2 lacs per month requiring disclosure under section 217(2A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and place on record their appreciation for the excellent co-operation and support extended by the Customers, Suppliers, Group companies, Government Agencies, Banks, Employees of the Company and Shareholders and look forward to their continued support.

For and on behalf of the Board

Bangalore DEEP A LALVANI 29thApril,2010 Chairman