Directors Report of Glittek Granites Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty fifth Annual Report and Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS : (Rs. In lacs)

Particulars 31.03.2015 31.03.2014

Sales & Other Income 3428.20 4036.06

Profit before Interest, Depreciation & Tax 330.53 496.70

Less : Interest 130.67 195.52

Depreciation 105.66 152.92

Income Tax 17.95 28.25

Wealth Tax 0.21 -

Net Profit for the year 76.04 120.00

Balance brought forward from last year 278.90 158.90

Adjustment relating to Fixed Assets 94.29 -

Balance carried forward 260.66 278.90

2. DIVIDEND :

In view of non-availability of sufficient profit, your Directors express their inability to recommend payment of dividend in respect of the year under review.

3. PERFORMANCE

This was a tough year for stone industry and this is effected in sales growth number at Glittek Granites Limited.

During the year under review, your Company has achieved turnover of Rs. 3428.20 Lacs in comparison to previous year Rs. 4036.06 Lacs which is a decline of 15.06% and earned a Profit of Rs. 76.04 Lacs in comparison to Rs. 120.00 Lacs in the previous year which is again a decrease of 36.63%.

The reason for that is continuing global recession leading to downturn global trade and the unexpected natural calamity during the first half year of financial year hit the housing sector in USA

4. DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors state that :

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

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

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

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) 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

f) 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.

5. 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 Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

6. LISTING INFORMATION

The Shares of the Company are listed with and traded in dematerialized form on Bombay Stock Exchange Ltd. (BSE).

The Listing Fee has been paid to the Stock Exchange for the year 2015-16. The ISIN No. of the company is INE 741B01027

7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's 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.

8. CONTRACTS AND ARRANGEMENTS 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 not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

The Policy on related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link:
Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

9. 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) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Risk Management System (RMS) that governs how the Company conducts the business and manages associated risks.

10. INTERNAL FINANCIAL CONTROLS

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

Shri Bimal Kumar Agarwal is retiring by rotation and being eligible, offer himself for re-appointment, pursuant to Section 152(6) of the Companies Act, 2013.

Appointment and Resignation.

During the period under review, Director Shri Amit Dhanuka had resigned from the Board with effect from 31st March, 2015.The Board places on record its appreciation and gratitude for his guidance and contribution during his association with the Company.

On the recommendation of Nomination and Remuneration Committee, at the Board Meeting held on 31st March, 2015, Smt Mira Agarwal was appointed as an Additional Director.

Accordingly the Board recommends her as Independent Director of the company to hold the office for 5 (five) consecutive years for a term upto 2020 whose period of office shall not be liable to determination by retirement of directors by rotation. The candidature is proposed by the member of the company for the position of independent director.

As Additional Director, Smt. Mira Agarwal holds office up to the date of forthcoming Annual General Meeting and is eligible for appointment as a Director & Independent Director.

12. Key Managerial Person (KMP) :

Pursuant to provisions of section 203 of Companies Act, 2013 and the Rules made thereunder. Accordingly, Your Company is in compliance with the said requirement by having the following as the KMP :

Name Designation

Shri Kamal Kumar Agarwal Managing Director

Shri Ashoke Agarwal Jt. Managing Director

Shri Ashok Kumar Modi Chief Financial Officer

Lata Bagri Company Secretary

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Act.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non–executive directors and executive directors.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors :

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

The details of programmers 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 the link: www.glittek.com/images/pdf/Familiarisation- Programme-for-Independent-Director.aspx

13. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

14. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy :

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Details of the Remuneration Policy are given in Annexure-II

15. AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. Rungta & Rungta, Chartered Accountants, Statutory Auditors of the Company, had been appointed as Statutory Auditors of your Company, for a period of three years from the Annual General meeting held on 29th Seprember, 2014. However, as per the first proviso of section 139(1) of the Companies Act, 2013, the appointment of auditors has to be ratified by the members at very Annual General Meeting. The Company has received a letter from auditors confirming their eligibility for re appointment and meet the criteria for appointment specified in Section141 of the Companies Act, 2013. Based on the recommendation of the Audit Committee and as per the provision of section 139(1) of the Companies Act, the Board of your Company proposes to ratify the appointment of M/s Rungta & Rungta, Chartered Accountant, as the Statutory Auditors of the Company for financial year 2015-16.

The Notes on financial statement referred to in the Auditors' Report are self–explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed M/s S.M. Gupta & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES :

Audit Committee

The Audit Committee comprises three Directors, two being independent namely Shri A.Venkatesh (Chairman), Shri A.T.Gowda and Non-Executive Director Shri Bimal Kumar Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link:
Meetings of the Board

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. 43 of this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as Annexure IV

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure V to this Report.

Disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year :

Shri Kamal Kumar Agarwal Managing Director 11.02:1

Shri Ashoke Agarwal Joint Managing Director 11.29.1

Shri Bimal Kumar Agarwal Non-Executive Director Nil

ii) The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year :

Directors, Chief Executive Officer, Chief Financial % increase in remuneration in the Officer and Company Secretary financial year

Shri Kamal Kumar Agarwal, Managing Director Nil and Chief Executive Officer

Shri Ashoke Agarwal, Joint Managing Director Nil

Shri Ashok Kumar Modi, Chief Financial Officer 17.83%

Lata Bagri, Company Secretary 27.94%

iii. The percentage increase in the median remuneration of employees in the Financial Year is around 16.86%

iv. The no. of permanent employees on the rolls of the Company is 92.

v. The Company follows prudential remuneration policy under the guidance of the Board and Nomination and Remuneration Committee. Remuneration is linked to corporate performance, Business performance and individual performance. Company Performance has a higher weightage for senior positions and lower weightage for junior positions.

vi. Comparison of the remuneration of the Key Managerial Personnel against the Performance of the Company The Key Managerial personnel was paid around 54.29% of the profit after tax.

vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

March 31, 2015 March 31, 2014

Market capitalization (Rs. In lacs) 745.03 1375.84

Price Earnings Ratio 9.89 11.52

Decrease in the market quotations of equity 71.3% 47% shares in comparison to the rate at which the last public offer made in

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase made in the salaries of total employees other than managerial personnel in the last financial year is 21.21% as against nil increase in the remuneration of managerial personnel (as defined in the Companies Act, 2013)

ix. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

The ratio of the remuneration of each of the KMP to the PAT of the Company

MD & CEO 21.17%

JMD 21.70%

Chief Financial officer 5.57%

Company Secretary 5.85%

x. The key parameters for any variable component of remuneration availed by the directors

Not applicable

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but received remuneration in excess of the highest paid director during the year

Not applicable

xii. Affirmation that the remuneration is as per the remuneration policy of the Company

Yes

GENERAL

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

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

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

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

4. Neither the Managing Director nor the Joint Managing Director of the Company receive any remuneration or commission from any of its subsidiaries as the Company does not have any Subsidiary.

5. Particulars of Loans, Guarantees or Investments

6. Particulars of Employees and related disclosures as per section 197(12) and Rule 5(2) and Rule 5(3).

7. 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.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co–operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

By order of the Board

Place : Hoskote

Date : 13th August, 2015

(Kamal Kumar Agarwal)

Managing director

(Ashoke Agarwal)

Jt. Managing Director

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and Audited Accounts for the year ended 31" March 2014,

1. FINANCIAL RESULTS

Rs. in Lakhs Particulars 31.03.2014 31.03.2013

Sales & Other Income 4036.06 3196.16

Profit before Interest.

Depreciation & Tax 496.70 421.94

Less

Interest 195.52 185.43

Depreciation 152.92 146.21

lax 28.25 17.21

Net Profit for the year 120.00 73.09

Balance brought forward from last year 158.00 85.81

Balance carried forward 278.SO 158.90

2 DIVIDEND :

In view of non availability of sufficient profit, your Directors express their inability to recommend payment of dividend in respect of the year under review

3. PERFORMANCE

During the year under review, your Company has achieved turnover of Rs.4036 06 Lacs in comparison to previous year Rs.3196 16 Lacs registering a growth of 26.28% and earned a Profit of Rs. 120.00 Lacs in comparison to Rs.73 09 Lacs in the previous year which is again an increase of 64.19% The increase in production capacity resulted from capital expenditure has stabilized and the export market seems to be picking up. Your company has requested its bankers to provide need based working capital which when sanctioned will give major boost to the company and with that support, your company is presently confident of achieving good performance in the current year.

4 DIRECTORS- RESPONSIBILITY STATEMENT:

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act. 2000 your Directors state

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

B. That the such accounting policies have been selected and applied them consistently and the judgments and estimates made 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 the Profit & Loss Account for that period

C. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of me Companies Act. 1956 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

5. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange, a report on Corporate Governance with Auditors'' Certificate on Compliance with conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached as part of the Annual Report

6. LISTING INFORMATION

The Shares of the Company are listed with end traded in dematerialized form on Bombay Stock Exchange Ltd (BSE)

The Listing Fee has been paid to the Stock Exchange for the year 2013-2014. The ISIN No. of the company is INE 741B01027.

7. RISK MANAGEMENT

As per listing requirement, the Company has adapted a risk management policy as approved in the Meeting of Board of Directors of the Company.

8. DIRECTORS

In accordance with the provisions of section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules. 2014, recently amended Clause 49 of the listing Agreement with Stock Exchange, the Board of Director of your Company is seeking the appointment of Shri A. Venkatesh, independent Director, who retires by rotation at the ensuing

Annual General Meeting under the erstwhile provision of the Companies Act, 1956 and Shri A.T.Gowda and Shri Amit Dhanuka, Independent Directors, whose period of office is liable to be determination by retirement of director by rotation under the erstwhile applicable provision of the companies Act, 1956, meets all the criteria of Independence as laid down under section 149(6) and the code for independent Directors in schedule IV of the Companies Act, 2013.

Accordingly the Board recommends all the aforesaid directors as independent directors of the company to hold the office for 5 (five) consecutive years for a term upto 28th September, 2019 whose period of office shall not be liable to determination by retirement of directors by rotation. The candidatures are proposed by the members of the company for the position of independent directors.

B) Appointment of Key Managerial Person (KMP) :

Your Company is required to appoint Key Managerial Person (KMP), Pursuant to provisions of section 203 of Companies Act, 2013 and the Rules made thereunder. Accordingly, Your Company is in compliance with the said requirement by having the following as the KMP :

Names Designation

Shri Kamal Kumar Agarwal Managing Director

Shri Ashoke Agarwal Joint Managing Director

Shri Ashok Kumar Modi Chief Financial Officer

Lata Bagri Company Secretary

C) Retirement by Rotation :

Shri Ashoke Agarwal is retiring by rotation and being eligible, offer himself for reappointment, pursuant to Section 152(6) of the Companies Act, 2013.

9. Re-Constitution of Committees :

a) Audit Committee

In compliance of provisions of Section 177 of the Companies Act, 2013 read with Revised Clause 49 of the Listing Agreement (effective from October 1,2014), the existing Audit Committee has been re-constituted on 29th day of May, 2014. During the Year 2013-2014. The Committee met Four times.

The terms of reference of the Audit Commitee includes the powers as laid down in Clause 49(II()(C) and the role as stipulated in Clause 49(lll) (D) of the Listing Agreement and review of information as laid down in Clause 49(III)(E).

b) Nomination and Remuneration Committee In compliance of provision of Section 178(1) of the Companies Act, 2013 read with Revised Clause 49 ofthe Listing Agreement (effective from October 1,2014), the existing Remuneration Committee has been renamed as Nomination and Remuneration Committee. The Committee consists of Shri A. Venkatesh, Shri A.T. Gowda, Shri Amit Dhanuka and Shri B.K. Agarwal, to inter alia identify persons for the appointment/ evaluation of performance, to formulate

¦ policy for Determining Qualifications of Independence of Director, recommend relating to the remuneration for the director, Key Managerial Personnel and other employee and report the same to the Board.

c) Stakeholders Relationship Committee In compliance of provision of Section 178(5) of the Companies Act, 2013 read with Revised Clause 49 ofthe Listing Agreement (effective from October 1,2014), the existing Investor Grievance cum Share Transfer Committee has been renamed as Stakeholders Relationship Committee.

The Stakeholders Relationship Committee was constituted to specifically look into the redressal of investors'' complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends, etc.

The Stakeholders Relationship Committee consists of three Directors, Shri A.T. Gowda, Shri Bima! Kumar Agarwal and Shri Kamal Kumar Agarwal.

10. AUDITORS & AUDITORS'' REPORT

M/s. Rungta & Rungta, Chartered Accountants, statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to consider their appointment as the statutory auditors of the company from the conclusion of this annual general meeting of the company untill the conclusion of Twenty Seventh (27th) on such remunerations as may be decided by the Board of Directors in consultation with the auditors of the Company.

There are no qualifications or adverse remarks in the Auditor''s report which require any clarification/explanation. The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

11. FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year under review.

12. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under subsection 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the Annexure to this Report.

13. INDUSTRIAL RELATIONS

The Company continued to maintain cordial relation with the employees. The Directors express their appreciation for the good cooperation received from all sections of all Associates/Officers of the Company.

14. PARTICULARS OF EMPLOYEES

No of the Employee of your Company were in receipt of the remuneration in excess of the limit specified under section 217{2A) Companies Act, 1956 read with Companies (Particulars of Employees) amendment Rules, 2011.

15. New Companies Act, 2013-Board''s Report The provisions of Companies Act, 2013 along with relevant Rules therein have been brought into force with effect from 1st April, 2014. However, the Financial Statement, Auditors Report and Board''s report have been prepared under the provisions of Companies Act, 1956, in view of General Circular No. 08/2014 dated 04.04.2014 issued by MCA.

The Provision of section 134 of the Companies Act, 2013 and the Rules made thereunder regarding certain additional disclosures in the Board''s Report would be applicable to your Company from the Financial Year ending on 31st March, 2015.

16. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support rendered by the shareholders, customers, suppliers, Bankers, Financial Institutions, the Central Government and the State Government agencies for their cooperation extended to the Company.

By order of the Board (Kamal Kumar Agarwal) Managing director Place: Hoskote Date:13th August 2014. (Ashoke Agarwal) Jt. Managing Director

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Mar 31, 2013

To the Shareholders

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Rs. in Lakhs

Particulars 31.03.2013 31.03.2012

Sales & Other Income 3196.16 2382.19

Profit before Interest, Depreciation & Tax 421.94 350.52

Less: Interest 185.43 156.84

Depreciation 146.21 142.41

Tax 17.21 9.77

Net Profit for the year 73.09 41.50

Balance brought forward from last year 85.81 44.31

Balance carried forward 158.90 85.81

2. DIVIDEND :

In view of non-availability of sufficient profit, your Directors express their inability to recommend payment of dividend in respect of the year under review.

3. PERFORMANCE

During the year under review, your Company has achieved turnover of Rs. 3196.16 Lacs in comparison to previous year Rs. 2382.19 Lacs and earned a Profit of Rs. 73.09 Lacs in comparison to Rs. 41.50 Lacs in the previous year.

The increase in production capacity resulted from capital expenditure has stabilized and the export market seems to be picking up. Your company has requested its bankers to provide need based working capital which when sanctioned will give major boost to the company and with that support, your company is presently confident of achieving good performance in the current year.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with Section 217(2AA) of the Companies Act,1956, as amended by the Companies (Amendment) Act,2000 your Directors state :

A. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

B. That the such accounting policies have been selected and applied them consistently and the judgments and estimates made 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 the Profit & Loss Account for that period.

C. Proper and sufficient care has been taken for 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.

D. The Annual Accounts have been prepared on a going concern basis.

5. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange, a report on Corporate Governance with Auditors'' Certificate on Compliance with conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached as part of the Annual Report.

6. LISTING INFORMATION

The Shares of the Company are listed with and traded in dematerialized form on Bombay Stock Exchange Ltd. (BSE).

The Listing Fee has been paid to the Stock Exchange for the year 2013-2014. The ISIN No. of the company is INE 741B01027.

7. RISK MANAGEMENT

As per listing requirement, the Company has adopted a risk management policy as approved in the Meeting of Board of Directors of the Company.

8. DIRECTORS

In accordance with Article 149 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 1956, Shri Kamal Kumar Agarwal and Shri Amit Dhanuka will retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9. AUDITORS & AUDITORS'' REPORT

M/s. Rungta & Rungta, Chartered Accountants, statutory auditors of the company hold office until the conclusion of the ensuing Annual General meeting and being eligible offer themselves for re- appointment. The Company has received a certificate from them that their re- appointment, if made, would be within the limits laid down 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 call for any further comments.

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

11. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub- section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988, are provided in the Annexure to this Report.

12. INDUSTRIAL RELATIONS

The Company continued to maintain cordial relation with the employees. The Directors express their appreciation for the good co- operation received from all sections of all Associates/Officers of the Company.

13. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

14. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support rendered by the shareholders, customers, suppliers, Bankers, Financial Institutions, the Central Government and the State Government agencies for their cooperation extended to the Company.

By order of the Board

(Kamal Kumar Agarwal)

Managing director

Place : Hoskote (Ashoke Agarwal)

Date : 30th day of May, 2013 Jt. Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the Twenty First Annual Report and Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS

Rs. Lakhs

Particulars 31.03.2011 31.03.2010

Sales & Other Income 1936.70 173539 Profit before Interest,

Depreciation & Tax 319.93 330.03

Less: Interest 144.56 15011

Depreciation 141.27 140.68

Tax 6.32 4.63

Net Profit for the year 27.78 26.41 Balance brought forward

from last year 16.53 (9.88}

Balance carried forward 44.31 1653

2. DIVIDEND

In view of non-availability or sufficient profit, your Directors express their inability to recommend payment of dividend in respect of the year under review.

3. PERFORMANCE

During the year under review, your Company has achieved turnover of Rs. 1936.70 Lacs in comparison to previous year Rs,1735.39 Lacs and earned a Profit of Rs27.78 Lacs in comparison to Rs.26.41 Lacs in the previous year.

4. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2 A A) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that :

A. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

B. That the accounting policies have been selected and applied consistently and the judgments and estimates made 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, 2011 and the Profit & Loss Account for that period

C. Proper and sufficient care has been taker. for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and (or preventing and detecting fraud and other irregularities.

D. The Annual Accounts have been prepared on a going concern basis,

5. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange, a report on Corporate Governance with Auditors' Certificate on Compliance with conditions of Corporate Governance and a Management Discussion & Analysis Report have open attached as part of the Annual Report.

6. LISTING INFORMATION

The shares of the Company are listed with and traded in dematerialized form on Bombay Stock Exchange Ltd. (BSE).

The Listing Fee has been paid to the Stock Exchange for the year 2011-2012. The ISIN No. of the company is INE 741B01027.

7 RISK MANAGEMENT

As per listing requirement, the Company has adopted a risk management policy as approved in the Meeting of Board of Directors of the Company.

8. DIRECTORS

In accordance with Article 149 of the Articles of Association ot the Company and the applicable provisions of the Companies Act, 1956, Mr. Ashoke Agarwal and Mr, A. Venkatesh will retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9 AUDITORS & AUDITORS' REPORT

M/s. flungta & Rungta, Chartered Accountant, statutory auditors of the company hold office until the conclusion of the ensuing Annual General meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the limits laid down 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 call tar any further comments.

10 FIXED DEPOSITS

The Company was not accepted any fixed deposits during the year under review.

11. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with flue 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors! Rules, 1988, are Provided in the Annexure to Was He port,

12 INDUSTRIAL RELATIONS

The Company continued to maintain coral relation with the employees. The Directors express their appreciation for the very good co- operation received from all sections of all Associates/Officers of the Company,

13. PARTICULARS OF EMPLOYEES

No employees of the Company is covered under section 2l7(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees} Rules, I975, as amended.

14. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support rendered by the shareholders, customers, suppliers, rendered by the shareholders, customers, suppliers Bankers, Financial Institutions, the Central Government and the State Government agencies for their cooperation expended to the Company.*

By order of the Board

(Kamal Kumar Agarwal)

Managing director:

Place : Hoskote (Ashoke A
Date : 30th day of May, 2011. Jt. Mar&ging Director]

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Mar 31, 2010

The Directors have pleasure in presenting the twentieth Annual Report and Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS

Rs. Lakhs Particulars 31.03.2010 31.03.2009

Sales & Other Income 1735.39 1024.78

Profit before Interest,

Depreciation & Tax 330.03 233.19

Less: Interest 158.11 96.12

Depreciation 140.68 122.35

Tax 4.83 3.27

Net Profit for the year 26.41 11.45

Balance brought forward

from last year (9.88) (21.33)

Balance carried forward 16.53 (9.88)



2. DIVIDEND



In view of non-availability of sufficient profit, your Directors express their inability to recommend payment of dividend in respect of the year under review.

3. PERFORMANCE

During the year under review, your Company has achieved turnover of Rs.1735.39 Lacs in comparison to previous year Rs. 1024.78 Lacs and earned a Profit of Rs 26.41 Lacs in comparison to Rs. 11.45 Lacs in the previous year.

The increase in production capacity resulted from capital expenditure has stabilized and the export market seems to be picking up. Your company has requested its bankers to provide need based working capital which when sanctioned will give major boost to the company and with that support, your company is presently confident of achieving good performance in the current year.

4. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act,1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that :

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. The accounting policies have been selected and applied consistently and the judgments

and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and the Profit & Loss Account for the year ended on that date.

C. Proper and sufficient care has been taken for 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.

D. The Annual Accounts have been prepared on a going concern basis.

5. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance with Auditors Certificate on Compliance with conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached as part of the Annual Report.

6. LISTING INFORMATION

The shares of the Company are listed with and traded in dematerialized form on Bombay Stock Exchange Ltd. (BSE).

The Listing Fee has been paid to the Stock Exchange for the year 2010-2011. The ISIN No. of the company is INE 741 B01027.

7. RISK MANAGEMENT

As per listing requirement, the Company has adopted a risk management policy as approved in the Meeting of Board of Directors of the Company.

8. DIRECTORS

In accordance with Article 149 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 1956, Mr. Kamal Kumar Kumar Agarwal and Mr. Amit Dhanuka will retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

9. AUDITORS & AUDITORS REPORT

M/s. Rungta & Rungta, Chartered Accountants, statutory auditors of the company hold office until the conclusion of the ensuing Annual General meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the limits laid down 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 call for any further comments.

10. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

11. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988, are provided in the Annexure to this Report.

12. INDUSTRIAL RELATIONS

The Company continued to maintain cordial relation with the employees. The Directors express their appreciation for the very good co-operation received from all sections of all Associates/Officers of the Company.

13. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, as amended.

14. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the continued support rendered by the shareholders, customers, suppliers, Bankers, Financial Institutions, the Central Government and the State Government agencies for their cooperation extended to the Company.

By order of the Board

Kamal Kumar Agarwal)

Managing director

(Ashoke Agarwal)

Jt. Managing Director

Place : Hoskote

Date : 14th May 2010