Directors Report of Choksi Imaging Ltd.

Mar 31, 2014

Dear members,

We take pleasure to present the 22nd Annual Report on the business and operations of your Company along with the Financial Statements for the year ended on 31 March, 2014.

FINANCIAL RESULTS SUMMARY

During the year under review, the key financial indicators of the Company are given below:

Particulars 2013-2014 2012-2013 (Rs.in lakhs) (Rs. in lakhs)

Total Revenue 17026.75 22990.77

Less: Expenses other than 17607.99 22894.19 Depreciation & Amortisation

Profit/(Loss) Before Depreciation, (581.24) 96.58 Amortisation, Exceptional & Extraordinary Items and Tax

Less: Depreciation and Amortisation 59.77 60.84 expense

Profit/(Loss) Before Exceptional & (641.01) 35.74 Extraordinary Items And Tax

Add / (Less): Exceptional & Extraordinary --- --- Items

Net Profit/(Loss) Before Tax (NPBT) (641.01) 35.74

Less: Tax expenses 5.42 12.92

Net Profit/(Loss) After Tax (NPAT) (646.43) 22.82

Add: Surplus brought forward from 1401.78 1401.62 previous year

Amount available for Appropriations 755.35 1424.44

Less: Appropriations:

Proposed Dividend --- 19.50

Tax on Proposed Dividend --- 3.16

General Reserve --- ---

Balance carried forward to Balance Sheet 755.35 1401.78

REVIEW OF PERFORMANCE

Your Company deals in healthcare products, for which the majority of the raw material is imported. Due to the significant depreciation of the INR in the last year, your company had to suffer a loss. Also your company has discontinued some of the trading products due to the drop in margins and as such the turnover for the year was lower than previous year.

During the year under review, your Company earned a Total Income of Rs.17026.75 lakhs as against Rs.22990.77 lakhs during the previous year.

DIVIDEND

In view of the loss, your Directors regret their inability to declare any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Industry Structure and Developments, operations, performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate section forming a part of the Annual Report.

DIRECTORS

The Board consists of Executive and Non-Executive Director including independent director who have wide and varied experience in different disciplines of corporate functioning.

* In terms of Section 152 of the Companies Act, 2013, Mr. Anil V. Choksi, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

* Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shamanthakamaniprakash Sagarkatte was appointed as an Additional Director designated as an Independent Director w.e.f. 28th June, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Shamanthakamaniprakash Sagarkatte for appointment as an Independent Director.

* In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of a company and is not liable to retire by rotation.

In compliance with the provisions of Section 149, 152 read with Schedule IV of the Act, the appointment of Mr. Sharadchandra Pendse, Mr. Tushar Parikh, Mr. Himanshu Kishnadwala, Mr. Vikram Maniar and Mrs. Shamanthakamaniprakash Sagarkatte as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

A brief resume of the Directors mentioned above has been annexed to the notice of the 22nd Annual General Meeting. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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 affairs of the Company at the end of the financial year as on 31st March, 2014 and of the profit of the Company for that period;

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;

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance of your Company for the year under review, as per the requirement of Clause 49 of the Listing Agreement, has been placed under a separate section and forms a part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has repaid all outstanding term deposit till May, 2014 along with interest thereon;

The provisions of Section 58A of the Companies Act, 1956 with regard to interest payment have been complied with.

AUDITORS

M/s. Parikh & Amin Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till 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 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COST ACCOUNTING RECORDS

Your Company has appointed M/s. Y.S. Thakar & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2013-14 to conduct the audit of the cost records of your Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and absorption of technology along with other information in accordance with the provisions of section 217(1)(e) the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - I attached and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the year under review, no employees of your Company were in receipt of remuneration exceeding Rs.60 lakhs for the whole year or Rs.5 lakhs per month during any part of the year.

FINANCES

The total long term borrowings of your Company as on 31s* March, 2014 is NIL, Cash and Cash Equivalent stood at Rs.160.73 lakhs and total investments stood at NIL at the end of the year.

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of your Company for their enormous personal efforts as well as their collective contribution to the performance of your Company. The Directors would also like to place on record their sincere thanks to various authorities of the Central Government and State Governments, Administration of the Union Territory of Dadra and Nagar Haveli for the co-operation and support received from them, to Bank of Baroda, official bankers of your Company and also to the Suppliers and the Customers for their patronage of your Company''s products and to all the shareholders for their support.

On behalf of Board of Directors

Sd/- Place : MUMBAI Anil V. Choksi Date : 6th May, 2014 Managing Director

---

Mar 31, 2013

To , The Members of CHOKSI IMAGING LIMITED,

The take pleasure to present the 21st Annual Report on the business and operations of your Company along with the Financial Statements for the year ended on 31st March, 2013.

FINANCIAL RESULTS SUMMARY

During the year under review, the key financial indicators of the Company are given below:

Particulars 2012-2013 2011-2012 (Rs. in lakhs) (Rs. in lakhs)

Total Revenue 22990.77 18450.48

Less: Expenses other than Depreciation & Amortisation 22894.19 18205.13

Profit Before Depreciation, Amortisation, Exceptional & Extraordinary Items and Tax 96.58 245.35

Less: Depreciation and Amortisation expense 60.84 58.72

Profit Before Exceptional & Extraordinary Items And Tax 35.74 186.63

Add / (Less): Exceptional & Extraordinary Items

Net Profit Before Tax (NPBT) 35.74 186.63

Less: Tax expenses 12.92 59.99

Net Profit After Tax (NPAT) 22.82 126.64

Add: Surplus brought forward from previous year 1401.62 1320.31

Amount available for Appropriations 1424.44 1446.95

Less: Appropriations:

Proposed Dividend 19.50 39.00

Tax on Proposed Dividend 3.16 6.33

General Reserve

Balance carried forward to Balance Sheet 1401.78 1401.62

REVIEW OF PERFORMANCE

Your Company is working hard towards expanding its network throughout the length and breadth of India. Your Company has a presence in every nook and corner of the country either through its Branch offices or through its pan-India dealer network. During the year under review, your Company earned a Total Income of Rs. 22990.77 lakhs as against Rs. 18450.48 lakhs during the previous year. Net Profit after Tax (NPAT) for the current year stood at Rs. 22.82 lakhs as against Rs. 126.64 lakhs during the previous year. Your Directors are continuously looking for avenues for future growth of the Company in healthcare industry.

DIVIDEND

The Directors recommend a final dividend on total paid up capital of the company at the rate of Rs. 0.50/- (5 percent) Per fully paid up equity share of Rs. 10/- each for the financial year ended 31st March, 2013, which would amount to a total of Rs. 19.50/- lakh exclusive of Dividend Distribution Tax.

The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting and shall be paid to those members whose name appear in the register of members as on the book closure date.

The Register of Members and share transfer book will remain closed from Friday, 2nd August, 2013 to Saturday, 10th August, 2013 (both days inclusive).

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Industry Structure and Developments, operations, performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate section forming a part of the Annual Report.

DIRECTORS

In accordance with requirement of the Companies Act, 1956, Mr. Samir Choksi and Mr. Tushar Parikh are liable to retirement by rotation and being eligible, offer themselves for re-appointment.

Approval of shareholders is also being sought for appointment of Mr. Gaurav Choksi as a Whole-Time Director of the Company, for a period of 3 years with effect from 1st July, 2013.

A brief resume of the Directors mentioned above has been annexed to the notice of the 21st Annual General Meeting.

The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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 affairs of the Company at the end of the financial year as on 31st March, 2013 and of the profit of the Company for that period;

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;

iv) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance of your Company for the year under review, as per the requirement of Clause 49 of the Listing Agreement, has been placed under a separate section and forms a part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company discontinued renewal of the existing public deposits and acceptance of any further public deposits under section 58A of the Companies Act, 1956. 81 (No.s) Deposits aggregating to Rs. 142.37 lakhs were repaid on account of maturity.

The provisions of Section 58A of the Companies Act, 1956 with regard to interest payment have been complied with.

AUDITORS

The Statutory Auditors of your Company M/s. Parikh & Amin Associates, Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting have furnished a certificate under section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limits . They have confirmed their willingness to accept the office, if re-appointed and it is proposed that they be re-appointed.

COST ACCOUNTING RECORDS

The Ministry of Corporate Affairs (MCA) issued notification no. GSR 429(E) dated 3rd June, 2011 notifying The Companies (Cost Accounting Records) Rules, 2011. According to the aforementioned notification, your Company is now required to maintain cost records pertaining to per unit cost of production, cost of sales and margins for each of its products to enable company to make optimum utilisation of available resources. These records, at the end of the financial year, are to be reconciled with the audited financial statements and a Compliance Report is to be obtained from a Cost Accountant and file the same with the MCA.

In compliance with the above, your Company has appointed M/s. Y.R. Doshi & Associates, Cost Accountants, to maintain the cost records and issue Compliance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and absorption of technology along with other information in accordance with the provisions of section 217(1)(e) the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - I attached and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the year under review, no employees of your Company were in receipt of remuneration exceeding Rs. 60 lakhs for the whole year or Rs. 5 lakhs per month during any part of the year.

FINANCES

The total long term borrowings of your Company as on 31st March, 2013 stood at Rs. 0.86 lakhs, Cash and Cash Equivalent stood at Rs. 124.57 lakhs and total investments stood at NIL at the end of the year.

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the employees of your Company for their enormous personal efforts as well as their collective contribution to the performance of your Company. The Directors would also like to place on record their sincere thanks to various authorities of the Central Government and State Governments, Administration of the Union Territory of Dadra and Nagar Haveli for the co-operation and support received from them, to Bank of Baroda, official bankers of your Company and also to the Suppliers and the Customers for their patronage of your Company''s products and to all the shareholders for their support. For and on behalf of the Board of Directors

Sd/-

Place : MUMBAI Sharadchandra Pendse

Dated : 27th May, 2013. Chairman

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Mar 31, 2012

To The Members of CHOKSI IMAGING LIMITED,

The Board of Directors are pleased to present the 20th Annual Report on the business and operations of your Company along with the financial statements for the year ended on 31st March, 2012.

FINANCIAL RESULTS SUMMARY

During the year under review, the key financial indicators of the Company are given below:

Particulars 2011-2012 2010-2011 (Rs. lakhs) (Rs. lakhs)

Total Revenue 18450.48 17115.11

Less: Expenses other than Depreciation & Amortisation 18205.13 16528.42

Profit Before Depreciation, Amortisation, Exceptional & 245.35 586.69 Extraordinary Items and Tax

Less: Depreciation and Amortisation expense 58.72 51.68

Profit Before Exceptional & Extraordinary Items And Tax 186.63 535.01

Add / (Less): Exceptional & Extraordinary Items -- --

Net Profit Before Tax (NPBT) 186.63 535.01

Less: Tax expenses 59.99 194.51

Net Profit After Tax (NPAT) 126.64 340.50

Add: Surplus brought forward from previous year 1320.31 1066.03

Amount available for Appropriations 1446.95 1406.53

Less: Appropriations:

Proposed Dividend 39.00 58.50

Tax on Proposed Dividend 6.33 9.72

General Reserve -- 18.00

Balance carried forward to Balance Sheet 1401.62 1320.31

The above figures have been arrived at in accordance with the Revised Schedule VI to the Companies Act, 1956, as notified by the Ministry of Corporate Affairs.

REVIEW OF PERFORMANCE

Your Company is working hard towards expanding its network throughout the length and breadth of India and also outside India. Your Company has a presence in every nook and corner of the country either through its Branch offices or through its pan-India dealer network. During the year under review, your Company earned a Total Income of Rs. 18450.48 lakhs as against Rs. 17115.11 lakhs during the previous year. Net Profit After Tax (NPAT) for the current year stood at Rs. 126.64 lakhs as against Rs. 340.50 lakhs during the previous year. The main reason for decline in NPAT in the current year is due to depreciation of the Rupee against the US Dollar.

DIVIDEND

The Directors recommend a dividend on total paid up capital of the company at the rate of Rs. 1/- (10 per cent) per fully paid up equity share of Rs. 10/- each for the financial year ended 31st March, 2012, which would amount to a total of Rs. 39 lakhs, exclusive of Dividend Distribution Tax.

The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Industry Structure and Developments, Product-wise Performance, Business Outlook, Opportunities & Threats and Risks and Concerns, in accordance with Clause 49 of the Listing Agreement, is presented in a separate section forming a part of the Annual Report.

DIRECTORS

In accordance with section 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Sharadchandra Pendse and Mr. Himanshu Kishnadwala are liable to retirement by rotation and being eligible, offer themselves for re-appointment.

A brief resume of the Directors mentioned above has been annexed to the notice of the 20th Annual General Meeting.

The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2012 and of the profit of the Company for that period;

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;

iv) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Report on Corporate Governance of your Company for the year under review, as per the requirement of Clause 49 of the Listing Agreement, has been placed under a separate section and forms a part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company discontinued renewal of the existing public deposits and acceptance of any further public deposits under section 58A of the Companies Act, 1956. Five Deposits aggregating to Rs. 1.80 lakhs were repaid on account of maturity. Also, your Company has received three Deposits aggregating Rs. 1 lakh for Premature Repayments, which were repaid as per the terms of Companies (Acceptance of Deposits) Rules, 1975.

The provisions of Section 58A of the Companies Act, 1956 with regard to interest payment have been complied with.

AUDITORS

The Statutory Auditors of your Company, M/s. Parikh & Amin Associates, Chartered Accountants, Mumbai hold the office till the conclusion of the ensuing Annual General Meeting have furnished a certificate under section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the prescribed limits . They have confirmed their willingness to accept the office, if re-appointed and it is proposed that they be re-appointed.

COST ACCOUNTING RECORDS

The Ministry of Corporate Affairs (MCA) issued notification no. GSR 429(E) dated 3rd June, 2011 notifying The Companies (Cost Accounting Records) Rules, 2011. According to the aforementioned notification, your Company is now required to maintain cost records pertaining to per unit cost of production, cost of sales and margins for each of its products to enable company to make optimum utilisation of available resources. These records, at the end of the financial year, are to be reconciled with the audited financial statements and a Compliance Report is to be obtained from a Cost Accountant and file the same with the MCA.

In compliance with the above, your Company has appointed M/s. Y.R. Doshi & Associates, Cost Accountants, to maintain the cost records and issue Compliance Report.

DEMATERIALISATION OF SHARES, SHARE REGISTRY AND LISTING DETAILS

Your Company has issued 39 lakh equity shares of Rs. 10 each, all of which are listed on the Bombay Stock Exchange. Your Company has paid the annual listing fees for the financial year 2012-13

As on 31st March, 2012 out of the total number of equity shares, 3481700 shares are held in dematerialised form, which represents 89.27 per cent of the total listed shares of your Company.

In accordance with SEBI circular No. D&CC / FITTC / CIR-15 / 2002 dated 27th December, 2002, your Company has appointed M/s. Adroit Corporate Services Private Limited, a Category I Registrar and Share Transfer Agent registered with SEBI, to look after works and matters related to share registry, in co- ordination with the Secretarial Department of your Company.

The Directors request all the shareholders holding shares in physical form to get their shareholding converted into dematerialised form through their Bankers or Depository Participants at the earliest to avail benefits of dematerialisation, as trading in the shares of your Company on the Stock Exchange is only permitted in dematerialised form as per rules of the Securities and Exchange Board of India (SEBI).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and absorption of technology along with other information in accordance with the provisions of section 217(1)(e) the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure - I attached and forms part of this Report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the year under review, no employees of your Company were in receipt of remuneration exceeding Rs. 60 lakhs for the whole year or Rs. 5 lakhs per month during any part of the year.

FINANCES

The total long term borrowings of your Company as on 31st March, 2012 stood at Rs. 44.36 lakhs, Cash and Cash Equivalent stood at Rs. 173.05 lakhs and total investments stood at NIL at the end of the year.

HEALTH AND SAFETY MEASURES

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed there under have been maintained by your Company.

ACKNOWLEDGMENT

The Directors wish to convey their appreciation to all the employees of your Company for their enormous personal efforts as well as their collective contribution to the performance of your Company. The Directors would also like to place on record their sincere thanks to various authorities of the Central Government and State Governments, Administration of the Union Territory of Dadra and Nagar Haveli for the co-operation and support received from them, to Bank of Baroda, official bankers of your Company and also to the Suppliers and the Customers for their patronage of your Company's products and to all the shareholders for their support.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Sharadchandra Pendse

Date : 12th May, 2012 Chairman

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Mar 31, 2010

The Directors are pleased to present the 18th Annual Report of the Company along with the Audited Annual Accounts for the year ended 31st March 2010.

The Directors are pleased to report significant increase in the turnover and profitability of the Company as indicated by the key financials given below:

FINANCIAL RESULTS

2009-2010 2008-2009 (Rs. in lakhs) (Rs. in lakhs)

Gross Profit 799.78 460.69

Less: Depreciation 46.89 37.16

Profit before tax 752.89 423.53

Provision for tax 257.68 153.21 (Including Deferred tax, Wealth Tax and FBT)

Net Profit 495.21 270.32

Add : Prior Period Adj. Net of Tax - - Less: Short Provision of Tax 16.34 2.42

Add: Surplus brought forward 728.11 534.52

Profit available for Appropriation 1206.98 802.42

APPROPRIATION

Proposed Dividend 78.00 50.70

Tax on proposed Dividend 12.95 8.61

General Reserve 50.00 15.00

Balance carried to balance sheet 1066.03 728.11

DIVIDEND

Your Directors have pleasure in recommending a Dividend of Rs.1.5 and a Special Dividend of Rs.0.50, totaling to Rs.2.0 per share on the equity share capital of the Company for the Financial Year 2009 - 2010. If approved the dividend will absorb an amount of Rs.90.95 Lakhs (including dividend distribution tax). The dividend pay out for the year would be 18.37 % of the Net Profits for the year.



DIRECTORS

In accordance with the provisions of Articles of Association of the Company and Companies Act, 1956 Mr. Suresh V. Choksi, Mr. Samir K. Choksi and Mr. Tushar M. Parikh retire by rotation and being eligible, offer themselves, for re-appointment.

"DIRECTORS RESPONSIBILITY STATEMENT":

As stipulated in 217(2AA) of Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that 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 affairs of the company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance Report is annexed herewith at Annexure III.

AUDITORS

The Auditors of the Company M/s. Parikh & Amin Associates, retire at this Annual General Meeting and are eligible for re appointment. They have confirmed their willingness to accept the office, if re-appointed.

DEMAT AND LISTING DETAILS

The total number of Equity Shares held in dematerialized form as on 31s! March, 2010 are 3,411,510 which represents 87.47 % of the total paid up Equity Shares of the Company.

The Equity Shares of the Company are listed on the Stock Exchange at Mumbai.

The Company has paid the annual listing fees to these exchanges till 31s1 March, 2010.

All those Shareholders holding shares in physical form are requested to please get their shareholding converted in Demat form through their Bankers/Depository Participants at the earliest. This is necessary as any trading in Equity Shares of the Company is only permitted in de-mat form as per SEBI Rules.

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

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in the Annexure "I" to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of Directors Report for the year ended 31st March, 2010 has been provided in Annexure "II" to this Report.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their sincere thanks for the co operation and support received from various agencies of the Central and State Governments, Administration of Dadra and Nager Haveli and also Bank of Baroda, Suppliers, Customers for their patronage of the companys products and all the shareholders for their support. The Directors also take this opportunity to place on record their appreciation for the dedication and sense of commitment shown by all the employees of the company at all levels and their wholehearted efforts and impressive contribution towards the growth of the company.

For and on behalf of the Board of Directors Place :MUMBAI Dated :11th August,2010. Sharadchandra Pendse Chairman