Directors Report of Haryana Texprints (Overseas) Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report and Audited Accounts for the year ended on 31st March 2014.

(Rs. in Lakhs) (Rs. In lakhs)

2013-14 2012-13

Turn Over & Other Income 5558.98 5272.30

Profit before interest & Depreciation 369.71 326.64

Interest & Finance Charges 191.04 146.64

Cash Profit 178.68 180.00

Depreciation 99.59 80.58

Profit for the year before Tax 79.09 99.42

Deferred Tax Charges (2.57) 25.78

M.A.T. 24.17 20.55

Tax adjustment for earlier years 0.12 -

M.A.T. Credit - (15.52)

Profit after Tax for the year 57.37 68.61

Add surplus opening 311.14 302.25

Amount available for appropriation 368.51 370.86

Dividend Re.0.085 per share of face value Re. 1/- - 42.50

Tax on Dividend - 7.22

Transfer to General Reserve - 10.00

Surplus to be carried Over 368.51 311.14

DIVIDEND:

Due to pressure on profit margins and to conserve the resources for future growth of the Company''s operations, your directors do not recommend any dividend for the year under review.

OPERATIONS:

During the year under review turnover and other income of the Company was Rs.5558.98 Lacs as compared to Rs. 5272.30 lacs during the previous year showing an increase of 6.05%. Total exports during the year were Rs. 1126.60 Lacs as compared to Rs. 1186.23 lacs during the previous year. The export turnover was marginally low during the year under review due to sluggish conditions in the International market.

Profits margin during the year under review were under pressure. Though the sales and other income increased by 6.05%. Profit before tax was lower as compared to previous year. Due to overall slowdown in Economy and sluggish market conditions, the increased production cost could not be passed to the customers.

Your directors are taking steps to further improve overall turnover particularly export turnover and also implementing cost reduction measures to improve profitability for the ensuing year 2014-15.

FINANCE:

Jammu & Kashmir Bank Limited sanctioned Term Loan of Rs. 324.51 Lacs to finance the capital expenditure scheme of Rs. 432.68 Lacs. Due to delay/non availability of required machines, your Directors prune down the scheme to Rs. 300 Lacs and accordingly surrendered unutilized portion of term loan amounting to Rs. 102.21 Lacs. A sum of Rs. 300 Lacs has been spent on the scheme.

Your Directors planning to submit fresh proposal for acquisition of machines remained unacquired out of the earlier scheme and to acquire few more machines to improve overall productivity and profitability of the company.

During the year under review your company fully utilized the packing credit facility of Rs. 200 Lacs sanctioned by the Jammu & Kashmir Bank Limited.

FIXED DEPOSITS:

Your Company has not accepted any-deposit from the public under section 58A of the Companies Act 1956 and rules framed there under.

DIRECTORS:

Shri. N. P. Jhanwar, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. In accordance with the provisions of Section 152 of the Companies Act, 2013. Sh. P.C. Gupta, Shri. M.P. Rungta and Shri. S. N. Maheshwari Director of the company will be appointed as an Independent Directors for term of 5 years.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act 1956 your Directors confirm as under.

1. That in the preparation of the Annual Accounts for the Financial Year ended on 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give 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 the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act of safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts for the year ended 31.03.2014 on going concern basis. A report on the Corporate Governance code along with Auditor''s certificate regarding Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

CORPORATE GOVERNANCE:

A report on the Corporate Governance code along with Auditor''s Certificate regarding Compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report.

AUDITORS:

M/s Doogar & Associates Chartered Accountants, Auditors of the Company hold office until the conclusion of Twenty fifth Annual General Meeting as per the provisions of section 141(3)(g) of Companies Act, 2013.Certificate from the Auditors have been received to the effect that their reappointment, if made, would be with in the prescribed limit under section 224 (1B) of the Companies Act, 1956.The observation in the Auditor''s Report are dealt within the notes to account at appropriate places and being self-explanatory need no other explanations.

COST AUDITORS:

M/s N.N. Sharma & Associates, Cost Accountants, has been appointed as the Cost Auditors for conducting Cost Audit for the financial year 2013-14. The Cost Report to be filed within the stipulated period of 180 days of the close of the financial year.

The Board of Directors at its meeting held on 30th May 2014 reappointed M/s N.N. Sharma & Associates, Cost Accountants as Cost Auditors for conducting the Cost audit for the financial year 2014-15.

The Company has received a letter from them, stating that the appointment, if made, within the limit prescribed under Section 224 (1B) of the Companies Act, 1956

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND OUT GO:

The prescribed details as required under section 217 (1) (e) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rule 1988 are set out in Annexure to the Director''s Report.

PERSONNEL:-

The relations between the management and the workers have remained co-ordeal during the year. There was no employee drawing remuneration beyond the Limits prescribed under section 217 (2A) of the Companies Act 1956.

ACKNOWLEDGEMENT:-

Your Directors would like to express their gratitude for the assistance and co-operation received from the Financial Institution, the Bank, and Government Agencies during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of executives, staff and workers of the Company.

For and on Behalf of the Board of Directors

N.P. Jhanwar R.N. Maheshwari Place: Faridabad Managing Director Executive Director Date: 30.05.2014 DIN 00401788 DIN 00401993

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 21st Annual Report and Audited Accounts for the year ended on 31st March 2013.

(Rs.in Lakhs) (Rs. In lakhs)

2012-13 2011-12

TurnOver& Other Income 5272.30 4696.81

Profit before interests Depreciation 326.64 309.00

Interests Finance Charges 146.64 131.24

Cash Profit 180.00 177.76

Depreciation 80.58 93.00

Profit for the year before Tax 99.42 84.76

Deferred Tax Charges 25.78 69.12

MAT 20.55 16.15

M.A.T Credit (15.52) (16.15)

Profit after Tax for the year 68.61 15.64

Add surplus opening 302.25 286.61

Amount available for appropriation 370.86 302.25

Dividend Re.0.085 per share of face valueRe.1/- 42.50 -

Tax on Dividend 7.22 -

Transfer to General Reserve 10.00 -

Surplus to be carried Over 311.14 302.25

DIVIDEND:

Your directors pleased to recommend Dividend of 8.5% (Re.0.085 per share of face value of Re. 1/- Jon the Paid up Share Capital of The Company for the year ended on 31stMarch 2013.

OPERATIONS:

During the year under review turnover and other income of the Company was Rs.5572.30 Lacs as compared to Rs4696.81 Lacs during the previous year showing an increase of 12% .The Company performance on Exports front during the year was better than previous year .The Total Exports during the year was Rs. 1186.23 lacs as compared to Rs. 204.84 lacs in previous year.

The profitability of the Company has also improved during the year under review in line with the improvement in overall Turnover and other Income.

Your directors are taking steps to further improve Turnover particularly export turnover and implementing Cost reduction measures to improve profitability for ensuing year 2013-14.

FINANCE:

Your Directors are pleased to inform you that up gradation/ modernization of existing unit having Capital expenditure of Rs. 432.68 for which Jammu S Kashmir Bank Limited has granted term loan of Rs 324.51 Lacs. The implementation of the same has already been started. Till date a sum of Rs. 169.53 Lacs has been spent and Term Loan of Rs.111.26 lacs has been availed. The Company is taking necessary steps to fully implement the scheme at the earliest.

The Jammu S Kashmir bank Limited has sanctioned Packing Credit of Rs.200 Lacs and Non L/C bill discounting facility of Rs 100 lacs for export bills considering Company''s Export performance during the year under review.

FIXED DEPOSITS:

Your Company has not accepted any-deposit from the public under section 58A of the Companies Act, 1956 and rules framed there under.

DIRECTORS:

Shri Rang Nath Maheshwari and Shri. Satya Narayan Maheshwari, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm as under.

1. That in the preparation of the Annual Accounts for the Financial Year ended on 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give 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 the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act of safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts for the year ended 31.03.13 on going concern basis. A report on the Corporate Governance code alongwith Auditor''s certificate regarding Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

CORPORATE GOVERNANCE:

A report on the Corporate Governance code along with Auditor''s Certificate regarding Compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report.

AUDITORS:

M/s Doogar & Associates Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from the Auditors have been received to the effect that their reappointment, if made, would be with in the prescribed limit under section 224 (1 B) of the Companies Act 1956.The observation in the Auditor''s Report are dealt within the notes to account at appropriate places and being self- explanatory need no other explanations.

COST AUDITORS:

M/s N.N.Sharma& Associates, CostAccountants, has been appointed as the Cost Auditors for conducting Cost Audit forthe financial year 2012-13. The Cost report be filed within the stipulated period of 180 days of the close of the financial year.

The Board of Directors at its meeting held on 30th May 2013 reappointed M/s N.N.Sharma & Associates, CostAccountants as Cost Auditors for conducting the Cost audit for the year 2013-14.

The Company has received a letter from them, stating that the appointment, if made, within the limit prescribed under Section 224 (1B)ofthe Companies Act, 1956

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND OUT GO:

The prescribed details as required under section 217 (1) (e) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rule 1988 are set out in Annexure to the Director''s Report.

PERSONNEL:-

The relations between the management and the workers have remained co-ordeal during the year. There was no employee drawing remuneration beyond the Limits prescribed under section 217 (2A) of the Companies Act 1956.

ACKNOWLEDGEMENT:-

Your Directors would like to express their gratitude for the assistance and co-operation received from the Financial Institution, the Bank, and Government Agencies during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of executives, staff and workers of the Company.

For and on Behalf of the Board of Directors

N.P.Jhanwar R.N.Maheshwari

Place: Faridabad Managing Director Executive Director

Date : 30.05.2013 DIN 00401788 DIN 00403174

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Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report and Audited Accounts for the year ended on 31st March2012.

(Rs.in Lakhs) (Rs. In lakhs) 2011-12 2010-11

Turn Over & Other Income 4496.82 5520.18

Profit before interest & Depreciation 309.00 341.39

Interest & Finance Charges 131.24 131.64

Cash Profit 177.76 209.75

Depreciation 93.00 89.90

Profit for the year before Tax 84.76 119.85

Deferred Tax Charges 69.12 20.88

M.A.T 16.15 23.89

M.A.T Credit (16.15) (23.89)

Profit after Tax 15.64 98.97

OPERATIONS:

During the year under review turnover and other income of the Company was Rs.4496.82 Lacs as compared to Rs.5520.18 Lacs during the previous year. During the year Exports Sales has decreased due to global slow down particularly in U.S. and Europeans Countries which has led to overall decrease in the turnover of the Company. The profitability during the year was also under pressure, the overall cost has increased but could not be passed on to the customers due to sluggish market conditions. However, your Directors are taking remedial steps to improve turnover and profitability during the year.

DIVIDEND:

In order to conserve the resources for the Growth of Companys Operations your Directors do not recommend any Dividend for the year under review.

FINANCE:

Your Directors are pleased to inform you that the Company has taken up up gradation /modernization of existing unit having Capital Expenditure of Rs.432.68 Lac under TUF Scheme. Jammu & Kashmir Bank Ltd has sanctioned a Term Loan of Rs 324.51 Lac to part finance the Project. The Company is taking steps to implement the Scheme at the earliest.

The Company got listing approval of 250 Lac Equity Shares issued pursuant to the order of Honable BIFR on 31.03.2006, from Bombay, Delhi, Ahmadabad and Jaipur Stock Exchanges. The Company is taking necessary steps to restart the Trading of Equity Shares.

FIXED DEPOSITS:

Your Company has not accepted any-deposit from the public under Section 58A of the Companies Act 1956 and rules framed there under.

DIRECTORS:

Shri M.P.Rungta and Shri N.PJhanwar, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act 1956 your Directors confirm as under.

1. That in the preparation of the Annual Accounts for the Financial Year ended on 31st March 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give 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 the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act of safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts for the year ended 31.03.12 on going concern basis. A report on the Corporate Governance code along with Auditors certificate regarding Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

CORPORATE GOVERNANCE:

A report on the Corporate Governance code along with Auditors Certificate regarding Compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report.

AUDITORS :

M/s Doogar & Associates Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from the Auditors have been received to the effect that their reappointment, if made, would be with in the prescribed limit under section 224 (1 B) OF The Companies Act 1956.The observation in the Auditors Report are dealt within the notes to account at appropriate places and being self- explanatory need no other explanations.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND OUT GO:

The prescribed details as required under section 217 (1) (e) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rule 1988 are set out in Annexure to the Directors Report.

PERSONNEL:-

The relations between the management and the workers have remained co-ordeal during the year. There was no employee drawing remuneration beyond the Limits prescribed under section 217 (2A) of the Companies Act 1956.

ACKNOWLEDGEMENT:-

Your Directors would like to express their gratitude for the assistance and co-operation received from the Financial Institution, the Bank, and Government Agencies during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of executives, staff and workers of the Company.

For and on Behalf of the Board of Directors

N.PJhanwar R.N.Maheshwari Place: Faridabad Managing Director Executive Director

Date: 14.08.2012 DIN 00401788 DIN 00401993

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Mar 31, 2011

The Members.

The Directors have pleasure in presenting the 19th Annual Report and Audited Accounts tor the year ended on 31st March 2011.

Rs.in Lakhs Rs. In lakhs 2010-2011 2009-2010

Turn Over & Other Income 5520.18 4525.09

Profit before interest & Depreciation 341.39 309.57

Interest & Finance Charges 131.64 113.00

Cash Profit 209.75 196.57

Depreciation 89.90 98.86

Profit for the year before Tax 119.85 97.71

Deferred Tax Charges 20.88 19.51

M.A.T 23.89 15.10

M.A.TCredit (23.89) (15.10)

Profit after Tax 98.97 78.20

OPERATION:-

During the year under review the Turn Over and other income of the company increased to Rs.5520.18 Lakhs as compared to Rs.4525.09 Lakhs in the previous year showing an increase of 21.99% During the year under review margins have improved due to cost control measures taken by the management. During the year Export Sales was better as compared to previous year.

DIVIDEND:

In order to conserve the resources for the Growth of Company's Operations your Directors do not recommend any Dividend for the year under review.

FINANCE:

During the year under review your Company received intimation from Nodal Agency for sanction of capital and interest subsidy under Technology Up-gradation Fund (TUF) on second term loan of Rs.116 Lakh. Accordingly credit of Rs.7.92 Lakh on account of Capital Subsidy and Rs.16.22 Lakh on account of Interest Subsidy has been taken in the accounts. Your company has since received full amount of Capital Subsidy and Interest Subsidy up to 31.03.2011 on both the Term Loans.

During the year under review your Company received sanction of Term Loan of Rs.170 Lakh to finance Capital Expenditure scheme of Rs.284 Lakhs out of which Rs. 105.00 Lakhs has been incurred up to 31.03.2011 and the Term Loan of Rs.77.20 Lakhs has been disbursed by the bank up to that date.

Your Directors have decided not to purchases balance machines under the scheme as the company's case fall under the ineligible period of 29.06.2010 to 27.04.2011 and is not entitled for TUFS Capital and Interest Subsidy. Company has already approached its Bankers to cancel the undisbursed loan of Rs.92.80 Lakhs and re-fix the Term Loan repayment installments.

Ministry of Textiles has now announced restoration of TUF scheme from 28.04.2011 to 31.03.2012. your Directors considering to submit fresh proposal under TUF scheme for procurement of Technologically up graded Textile Machines.

The company has regularly paid interest on working capital and Term Loans. As on 31.03.2011. there is no over dues on account of Term Loans installments.

FIXED DEPOSITS:

Your Company has not accepted any-deposit from the public under section 58A of the Companies Act 1956 and rules framed there under.

DIRECTORS:

Shri S.N. Maheshwari and Shri P.C. Gupta, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act 1956 your Directors confirm as under.

1. That in the preparation of the Annual Accounts for the Financial Year ended on 31 st March 2011. the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give 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 the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act of safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts for the year ended 31.03.11 on going concern basis. A report on the Corporate Governance code along with Auditor's certificate regarding Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

CORPORATE GOVERNANCE

A report on the Corporate Governance code along with Auditor's Certificate regarding Compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report.

AUDITORS:

Mis Doogar & Associates Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from the Auditors have been received to the effect that their reappointment, if made, would be with in the prescribed limit under section 224 (1 B) OF The Companies Act 1956.

The observation in the Auditor's Report are dealt within the notes to account at appropriate places and being self- explanatory need no other explanations.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND OUT GO:

The prescribed details as required under section 217 (1) (e) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rule 1988 are set out in Annexure to the Director's Report.

PERSONNEL:-

The relations between the management and the workers have remained co-ordeal during the year. There was no employee drawing remuneration beyond the Limits prescribed under section 217 (2A) of the Companies Act 1956.

ACKNOWLEDGEMENT:-

Your Directors would like to express their gratitude for the assistance and co-operation received from the Financial Institution, the Bank, and Government Agencies during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of executives, staff and workers of the Company.

For and on Behalf of the Board of Directors

N.P.Jhanwar R.N.Maheshwari Managing Director Executive Director DIN 00401788 DIN 00403174

Place: Faridabad Date : 08.08.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report and Audited Accounts for the year ended on 31st March2010.



Rs.in Lakhs Rs. In lakhs

2009-10 2008-09

Turn Over & Other Income 4525.09 3834.04

Profit before interest & Depreciation 309.57 307.00

Interest & Finance Charges 113.00 133.69

Cash Profit 196.57 173.31

Depreciation 98.86 112.98

Profit for the year before Tax 97.71 60.33

Deferred Tax Charges 19.51 17.37

M.A.T&FBT 15.10 7.89

MAT Credit (15.10) (6.21)

Profit after Tax 78.20 41.28





OPERATION:-

During the year under review the Turn over and other income of the company increased to Rs.4525.09 Lakhs as compared to Rs.3834.04 Lakhs in the previous year showing an increase of 16.78%. During the year under review margins have improved due to cost control measures taken by the management. Export sales during the year was under pressure due to slowdown in the U.S. and European economies.

DIVIDEND:

In order to conserve the resources for the growth of Companys Operations, your Directors do not recommend any Dividend for the year under review.

FINANCE:

During the year under review, your company received intimation from Nodal Agency for sanction of Capital and Interset subsidy under Technology up-gradation fund (TUF) on Term Loan of Rs. 275 Lacs. Accordingly credit of Rs. 26 Lacs on account of Capital Subsidy and Rs.36.03 Lacs on account of Interest subsidy has been taken in the accounts. The company has regularly paid Interest on Working Capital & Term Loans. As on 31.03.2010 there is no over dues on account of Term Loan installment and interest.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposit from the public under section 58A of the Companies Act 1956 and rules framed there under.

DIRECTORS:

Shri R.N. Maheshwari, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Shri M.P. Rungta, has been inducted as Additional Director on the Board to hold office in the forth coming Annual General Meeting. The appointment requires Share holders approval and the same in included in the notice. A notice has been received from the member (s) under section 257 of the Companies Act 1956, signifying their intention to move the resolution for the appointment of Shri. MP. Rungta, as Director of the Company, liable to retire by rotation.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA)of the Companies Act 1956 your Directors confirm as under.

1. That in the preparation of the Annual Accounts for the Financial Year ended on 31 st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give 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 the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act of safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts for the year ended 31.03.10 on going concern basis. A report on the Corporate Governance code along with Auditors certificate regarding Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

CORPORATE GOVERNANCE

A report on the Corporate Governance code along with Auditors Certificate regarding Compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report.

AUDITORS :

Mis Doogar & Associates Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from the Auditors have been received to the effect that their reappointment, if made, would be with in the prescribed limit under section 224 (1 B) OF The Companies Act 1956.

The observation in the Auditors Report are dealt within the notes to account at appropriate places and being self-explanatory need no other explanations.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND OUT GO:

The prescribed details as required under section 217 (1) (e) of the Companies (Disclosure of Particulars in Report of Board of Directors) Rule 1988 are set out in Annexure to the Directors Report.

PERSONNEL:-

The relations between the management and the workers have remained co-ordeal during the year. There was no employee drawing remuneration beyond the Limits prescribed under section 217 (2A) of the Companies Act 1956.

ACKNOWLEDGEMENT:-

Your Directors would like to express their gratitude for the assistance and co-operation received from the Financial Institution, the Bank, and Government Agencies during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of executives, staff and workers of the Company.



For and on Behalf of the Board of Directors

N.P.Jhanwar R.N.Maheshwari

Place: Faridabad Managing Director Executive Director

Date : 11.08.2010 DIN 00401788 DIN 00403174