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Directors Report of Meyer Apparel Ltd.

Mar 31, 2016

TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED

(FORMERLY KNOWN AS GIVO LIMITED)

Your Directors present their 23rd Directors’ Report together with the audited Financial Statements of the Company for the year ended 31st March,2016. Further, in compIiance with the Companies Act,2013 the company has made aII requisite discIosures in the Board Report with the objective of accountabiIity and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANGIAL RESULTS

(Rs. in Lacs)

Particulars

2015-2016 (April 15 to March 16)

2014-2015 (April 14 to M arch 15)

Gross SaIes & Other Income

2913.55

2420.16

Exceptional Items-Gain/(Loss)

(2985.80)

-

Profit before interest, depreciation , exceptional items & taxes

42.10

67.57

Less : Interest & Finance Charges

20.82

46.55

: Depreciation

43.69

47.31

: Taxes including Deferred taxes

479.02

(2.08)

Profit after tax but before exceptional items

(501.43)

(24.21)

Profit after tax and exceptional items

(3487.23)

(24.21)

2. DIVIDEND AND TRANSFER TO RESERVES

Due to non-availability of distributable profits, your Directors regret their inabiIity to recommend any dividend and transfer of any profits to the reserves for the year under report (Previous year- NIL).

3. OPERATIONS

During the financiaI year 2015-16, your company’s gross saIes turnover has been at Rs. 2,900.14 Lacs in comparison with Iast year’s turnover at Rs. 2,337.63 Lacs primariIy on account of domestic saIe The export turnover at Rs. 341.10 Lacs this year has been Iower performance as against Rs.1,137.31 Lacs in the Iast year due to the aIert imposed on the import and exports of your Company by the Customs Department during the current financiaI year on account of a matter of 1994 which is now back with the HonourabIe Supreme Court of India the second time.

There has been no change in nature of business of the Company in the financiaI year 2015-16.

4. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE

Your company does not have any subsidiary as defined in Section 2 (87) of the Companies Act, 2013 ( “ACT”). The Company has one associate company as o n 31st March , 2016 within the meaning of Section 2 (6) of the Act. Statement in respect to the Company’s associate company in Form AOC-1 has been attached to the financial statements. No consolidation of financial statements u /s 129 (3) of the Act has been done for the year in view of the confidentiality of the information.

There has been no change in subsidiaries/associate/joint ventures of the Company during the financial year 2015-16

5. DIRECTORS’ RESPONSIBILITY STATEMENT

The company has taken the utmost care in its operations, compIiance, transparency, financiaI discIosures and the financiaI statements have been made to give a true and fair view of the state of affair of the company. Pursuant to Section 134 (5) and 134(3) (c) of the Companies Act, 2013 and based upon the detaiIed representation, due diIigence, inquiry there of, and to the best of their knowIedge and abiIity, the Board of your Directors states:

( a ) That in the preparation of the annuaI accounts, the appIicabIe accounting standards have been foIIowed aIong with proper expIanation reIating to materiaI departures, if any;

(b) That the Directors have seIected such accounting poIicies and appIied them consistentIy and made judgments and estimates that are reasonabIe and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2016 and its Iosses for the year ended on that date;

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safe guarding the assets of the Company and for preventing and detecting frauds and other irreguIarities;

(d) That the Directors have prepared the annuaI accounts on a going concern basis.

(e) That based on the framework of Internal financiaI controI and compIiance systems estabIished and maintained by the Company, work performed by the internal , Statutory and SecretariaI Auditor’s report and externaI consuItants and the reviews by the management and the Board committees. The Board is of the opinion that the Company’s internal financiaI controIs are adequate and were operating effectiveIy during the financiaI year 2015-16.

(f) That the Directors have devised proper systems to ensure compIiance with the provisions of aII appIicabIe Iaws and that such systems were adequate and operating effectiveIy.

6. DIRECTORS

Pursuant to section 161 of the Companies Act, 2013, the Board in their meeting heId on 28th May, 2016 has appointed Mr. Aj ay Srivastava (DIN : 00049912) as AdditionaI Director (non-executive) and then Vice chairman of the Company and wouId hoId office upto the date of ensuing 23rd AnnuaI GeneraI Meeting.

However, your Company has received notice in writing under Section 160 of the Act a Iong with requisite deposit, as appIicabIe, from Mr. Ajay Srivastava as weII as from a member of the Company proposing his candidature for the appointment of director. The Board recommends appointment of Mr. Aj ay Srivastava as non-executive director and vice chairman , IiabIe to retire by rotation. The resoIution seeking approvaI of the members for his appointment as non executive director and vice chairman has been incorporated in the notice of caIIing the 23rd AnnuaI GeneraI Meeting aIong with brief report on him.

Dr. Ram S Tarneja (DIN: 00009395), independent director has passed away on 7th August, 2015 due to his sudden illiness. The Board of Directors expressed their condoIence praying for EternaI peace of the departed souI and pIaced on record their appreciation for the contribution and guidance provided by Dr. Ram S Tarneja to the Company.

Sh. G.D Khemani (DIN: 00231933), has resigned from his directorship vide his Ietter dated 1st ApriI , 2016 and ceased to be so. The Board of Directors records his vaIuabIe contribution and guidance provided to the Company.

Sh. Karan Singh Thakral (DIN: 00268504), Director retires by rotation at the ensuing AnnuaI GeneraI Meeting and is eIigibIe, offers himseIf for re- appointment and the Board recommends his reappointment.

The Board of Directors of the Company is duIy constituted.

7. INDEPENDENT DIRECTORS:

The Board has appointed Ms. Ritu Ghopra (DIN: 01853004) as Independent Director effective from 9th November, 2015 for tenure of consecutive five (5) years, subject to approvaI of the members. Ms. Ritu Chopra has given her decIaration that she meets the criteria of her independence as provi ded in Section 149 (6) of the Act read with MCA CircuIar Number 14/2014 dated 9th June, 2014 and the terms and conditions of her appointment as Independent Director are as per ScheduIe IV of the Act.

The resoIution seeking approvaI of the members for the appointment of Ms. Ritu Chopra as an Independent Director has been incorporated in the notice of caIIing the 23rd AnnuaI GeneraI Meeting aIong with brief report on her.

DecIaration of fuIfiIIment of the criteria of Independence has been obtained from aII Independent Directors

The Board of Directors of your Company comprises of three Independent Directors, nameIy, Ms. Meenakshi GoyaI (DIN : 07177126), Mr. L L. AggarwaI (DIN : 00662695) and Ms. Ritu Chopra (DIN : 01853004).

8. KEY MANAGERIAL PERSONNEL

The appointment of Mr. Praveen Saran as whoIe time director has been approved by the members in the Iast annuaI generaI meeting heId on 15th September, 2015 for a term of three years effective from 26 May, 2015.

9. NUMBER OF MEETINGS OF THE BOARD

During the financiaI year 2015-2016, totaI six meetings of the Board were heId. Further detaiIs of the meetings of the Board have been given in the corporate governance report which forms part of this Board report.

10. BOARD EVALUATION

The Board of Directors have carried out annuaI evaIuation of performance of its own, its committees and individuaI directors after seeking in puts from aII the directors and its committee members regarding composition of the Board and its Committees, effectiveness of processes of meetings, information and functioning, etc of the Board, its Committees, and IndividuaI Directors.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individuaI directors on the basis of certain criteria, such as, the contribution of the individuaI director to t he Board and committee meetings Iike preparedness on the issues to be discussed, meaningfuI and constructive contribution and in puts in meetings, etc. In addition , the Chairman was aIso evaIuated on the key aspects of his roIe. In a separate meeting of Independent Directors heId on 29t h March, 2016, performance of non -independent directors, performance of the board as a whoIe and performance of the Chairman was evaIuated, taking into account the views of individuaI directors. The same was discussed in the board meeting heId subsequent to the meeting of independent Directors.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Company’s poIicy on appointment and remuneration of Directors and senior management has been provided in the corporate governance report which forms part of this report.

12. AUDIT COMMITTEE:

DetaiIs pertaining to composition of the audit committee are incIuded in the Corporate Governance Report, which forms part of this report. Board has taken aII recommendations as made by the audit committee from time to time during the financial year 2015-16.

13. INTERNAL FINANCIALS CONTROL SYSTEMS

Company has adequate internaI controI systems and procedures designed to effectiveIy controI its operations. The internal control systems have been designed to ensure that the financial and other records are reliable for the preparation of the financiaI statements and for maintaining the assets. Independent internaI auditors conduct audit covering a wide range of operationaI matters and ensure compIance with specified standards. PIanned periodic reviews have been carried out by the internaI audit. InternaI audit reports have been reviewed by the Audit Committee with internaI auditors and top management of the Company. Audit Committee has aIso discussed the company ’s Statutory Audit Report to ascertain their views on the financiaI statements, reporting systems and compIiance to accounting poIicies and procedures and adequacy and effectiveness of the internaI controIs systems being foIIowed by the Company. Board has discussed the SecretariaI Auditor’s Report to ascertain their views and observations on compIiances of the provisions of aII appIicabIe Iaws and adequacy and effectiveness of the internaI controIs systems estabIished in that regard.

14. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

Your Company has had to provide customs duty demand IiabiIity amount to the tune of Rs.2, 960.03 Lacs in the accounts during the current financial year on account of a matter of 1994 which is now back with the HonourabIe Supreme Court of India the second time. WhiIe company has been advised that the above IiabiIity is not tenabIe in accordance with prudent accounting norms it has been provided for. ConsequentIy with erosion of net worth , a reference was made to BIFR under Section 15 of the SICA, 1985.

15. AUDITOR AND AUDITOR’S REPORT

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as statutory auditors of the Company in the forth coming AnnuaI GeneraI Meeting and are eIigibIe for re- appointment for one year (being their Iast term). The observations made in the auditor’s report read together with the reIevant notes thereon, are seIf-expIanatory and hence do not caII for any further comments under Section 134 (3) (f) of the Companies Act, 2013.

16. SECRETARIAL AUDITORS REPORT

M/s V.K. Sharma & Co., practicing company secretaries conducted the SecretariaI audit. The secretariaI auditor’s report in prescribed form MR-3 is annexed as Annexure-I to this report.

The observations made in the SecretariaI auditor’s report are seIf expIanatory and hence do not caII for any further comments under section 134(3)(f) of the Companies Act, 2013. However, necessary action has been taken in this regard after examining the matter subsequentIy by the Board.

17. RISK MANAGEMENT

The Board of your Company has framed a risk management committee to frame, impIement and monitor the risk management pIan for the Company. The Committee is responsibIe for reviewing the risk management pIan and ensuring its effectiveness. The Committee has additionaI oversigh in the are a of financiaI risks and controIs. Major risks identified by the businesses and functions are systematicaIIy addressed through mitigating actions on a continuous basis. The deveIopment and impIementation of risk management poIicy has been covered in the management discussion and anaIysis, which forms part of this report.

18. SHARE CAPITAL

A) Issue of equity shares with differential rights:

No equity shares with differentiaI rights have been issued during the FinanciaI Year 2015-16.

B) Issue of sweat equity shares:

No sweat equity shares have been issued during the FinanciaI Year 2015-16.

C) Issue of employee stock options:

No empIoyee stock option has been issued during the FinanciaI Year 2015-16. Of the totaI 20 (twenty) Lacs stock options, your Company had issued 16.75 Lacs stock options to certain empIoyees incIuding some directors pursuant to the EmpIoyees Stock Option Scheme, 2009 (ESOS, 2009) . Keeping in view that no empIoyee/director has exercised any option so far, your directors have decided not to charge any expense in the accounts books on account of empIoyees stock options during the year 2015-16 (previous year: Rs. NIL) .

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

No provision of money by company for purchase of its own shares by empIoyees or by trustees for the benefit of empIoyees has been made by the Company during the FinanciaI Year 2015-16.

19. VIGIL MECHANISM UNDER SECTION 177(9) OF THE ACT

Company’s poIicy on VigiI Mechanism for directors and empIoyees has been provided in the Corporate Governance Report which forms part of this report.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particuIars of Ioans, guarantees and investment have been made in the financiaI statements.

21. RELATED PARTY TRANSACTIONS

The reIated party transactions are in the ordinary course of business and at arm’s Iength basis and have been done with the approvaI of the audit Committee and have been pIaced before the Board for approvaI. There was no reIated party transactions during the financial year 2015-16 except that discIosed in the Form AOC 2 encIosed as Annexure-II to this report

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute the Corporate SociaI ResponsibiIity Committee as per provisions of Section 135 of the Companies Act, 2013.

23. EXTRACT O F ANNUAL RET U RN

The extract of the annuaI return have been furnished in prescribed form MGT 9 in Annexure III to this report

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

ParticuIars required under the Section 134(3) (m) of the Companies Act, 2013 are given in the Annexure-IV to this report.

25. PARTICLUARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with RuIe 5(1) of the Companies (Appointment and Remuneration of ManageriaI PersonneI) RuIes, 2014 have been given in Annexure-V to this report.

26. PUBLIG DEPGSIT

During the year under review, the Company has not accepted nor renewed any deposits from pubIic under the Companies (Acceptance of Deposits) RuIes, 2014. AccordingIy, no amount was outstanding on baIance sheet date.

27. LISTING OF SHARES

The equity shares of the Company are Iisted on the Bombay Stock Exchange Limited (BSE) and the annuaI Iisting fees for the year 2016-2017 have been paid.

28. CORPORATE GOVERNANCE REPORT

The Company being a Iisted entity has compIied with the appIicabIe provisions of Corporate Governance under the SEBI (Listing Obiligations and Disclosure Requirements) Regulations, 2015. A Separate report on Corporate Governance compIiance is annexed as Annexure-VI as part of this report and the Certificate from M/s. B.S. Sawhney & Associates, Chartered Accountants confirming compIiance with the requirements of Corporate Governance as stipuIated in SEBI (Listing ObIigations and DiscIosure Requirements) ReguIations, 2015 is annexed as Annexure-VII to this report.

In compIiance with the Corporate Governance requirements, the company has impIemented a code of conduct for aII its Board Members and Senior Management empIoyees, who have affirmed compIiance thereto. The said Code of Conduct has been posted on the company’s website. A decIaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed as Annexure-VIII to this report.

29. MANAGEMENT DISCUSSION & ANALYSIS, AND CEO & CFO CERTI FICATION

The Management Discussion and AnaIysis, as required by the SEBI (Listing ObIigations and DiscIosure Requirements) ReguIations, 2015 aIthough deaIt with in various sections of this Report, is annexed as Annexure-IX to this report. The Chief Executive Officer (CEO) and Chief FinanciaI Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required under clause 17(8) SEBI (Listing Obiligations and Disclosure Requirements) Regulations, 2015 and the said certificate is annexed as Annexure-X to this report.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in pIace an Anti SexuaI Harassment PoIicy in Iine with the requirements oftshe SexuaI Harassmen t of Women at the Work pIace (Prevention, Prohibition & RedressaI) Act, 2013. InternaI CompIaints Committee (ICC) has been set up to redress compIaints received regarding sexuaI harassment. AII empIoyees (incIuding permanent, contractuaI, temporary and trainees) are covered under this poIicy. No case of sexuaI harassment has been noticed during the period under consideration.

31. ACKNOWLEDGMENT

Your Directors wish to pIace on record their sincere appreciation to the empIoyees at aII IeveIs for their dedicated services and contribution to the company.

The Directors take this opportunity to pIace on record their appreciation of the support received from alI the stakehoIders, customers, deaIers, suppIiers, Bankers of the company and aII the various departments of CentraI and State Governments.

F or and on behalf of the Board of Directors

Sd/-

Place: New Delhi Karan Singh Thakral

Date : 28th M ay, 2016 CHAIRMAN & DIRECTOR


Mar 31, 2014

TO THE SHAREHOLDERS OF GIVO LIMITED

The Directors present their 21st Annual Report together with Audited Financial Statements of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS

(Rs. in Lacs)

2013-2014 2012-2013 Particulars (April 13 to March 14) (April 12 to March 13)

Gross Sales & Other Income 2204.40 1798.38

Expceptional Items - Gain / Loss (0.13)

Profit before Interest, depreciation & taxes 139.24 123.24

Less : Interest & Finance Charges 40.15 26.49

Depreciation 56.59 51.90

: Taxes Including Deferred Taxes 18.92 23.19

Net Profit After Tax 23.45 21.66

2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2013-14 your Company''s gross sales turnover has been higher at Rs 2204.40 Lacs in comparison with last year''s turnover at Rs 1798.38 Lacs, an increase of 22%.

Export turnover of Rs. 1028.40 Lacs this year has shown better performance as against Rs. 979.18 Lacs in the last year.

4. STATUTORY AUDITORS

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' OBSERVATIONS

The Company had conducted during the last year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor''s Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The annual listing fees and annual custody fee for the year 2014-2015 have been paid.

7. ESOS, 2009

Of the total 20 (twenty) lacs stock options, your Company had issued 16.75 Lacs stock options to certain employees including some directors pursuant to the Employees Stock Option Scheme,2009 (ESOS,2009). Keeping in view that no employee/director has exercised any option so far, your directors have decided not to charge any expense in the accounts books on account of employees stock options during the year 2013-14 (previous year : Rs. NIL).

8. PUBLIC DEPOSIT

The Company during the year under review has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2014.

9. DIRECTORS

9.1 Sh. Karan Singh Thakral, Director retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment, which the Board recommends for his re-appointment.

9.2 Sh. G.D. Khemani, Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 we hereby 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, if any;

(b) 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 as at 31st March 2014 and its profits for the year ended on that date;

(c) that 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 frauds and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis.

11. PERSONNEL

There is no employee of the Company covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 to this report.

13. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure - II as part of this annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management employees, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report as Annexure-lll.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed as Annexure-IV to this report.

14. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to the employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of the support received from all the stakeholders, customers and all the various departments of Central and State Governments, Bankers, Dealers and suppliers of the company.

For and on behalf of the Board of Directors

Sd/- Place: Gurgaon Karan Singh Thakral Date: 19th May, 2014 CHAIRMAN & DIRECTOR DIN - 00268504


Mar 31, 2013

TO THE SHAREHOLDERS OF GIVO LIMITED

The Directors present their 20th Annual Report together with Audited Annual Accounts of the Company for the year ended March 31,2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

2012-2013 2011-2012 Partlculars (April 12 to March 13) (April 11 to March 12)

Gross Sales & Other Income 1798.38 1970.97

Expceptional Items - Gain / Loss

Profit before Interest, depreciation & taxes 123.24 144.31 Less : Intesrest & Finance Charges 26.49 20.49

Depreciation 51.90 51.39

: Taxes Including Deferred Taxes 23.19 14.02

Net Profit After Tax 21.66 58.41



2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2012-13 your Company''s gross sales turnover has been marginally lower at Rs 1681.35 Lacs in comparison with last year''s turnover at Rs 1956.32 Lacs primarily on account of orders and declining trend of the pricing per unit.

Export turnover at Rs.979.18 Lacs this year has also shown marginally better performance as against Rs. 927.98 Lacs in the last year.

4. STATUTORY AUDITORS

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' OBSERVATIONS

The Company has conducted during the year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor''s Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Annual Listing fees and Annual Custody Fee for the Year 2013-2014 have been paid.

7. ESOS. 2009

Your Company had issued 16.75 Lacs stock options to certain employees including some directors pursuant to the Employees Stock Option Scheme,2009 (ESOS,2009). Keeping in view that no employee/director has exercised any option so far, your directors have decided not to charge any expense in the accounts books on account of employees stock options during the year 2012-13 (previous year : Rs. NIL).

8. PUBLIC DEPOSIT

The Company, during the year under review has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2013.

9. DIRECTORS

9.1 Sh. Ajay Srivastava retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

9.2 Dr. Ram S. Tarneja retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 we hereby 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, if any;

(b) 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 as at 31st March 2013 and its profits for the year ended on that date;

(c) that 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 frauds and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis.

11. PERSONNEL

There is no employee of the Company covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 to this report.

13. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure - II as a part of this Annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company''s website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report.

14. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of the support received from all stakeholders, customers and the various departments of Central and State Governments, Bankers, Dealers and suppliers of the company.

For and on behalf of the Board of Directors

Sd/-

Place: Gurgaon Karan Singh Thakral

Date: May 10,2013 CHAIRMAN & DIRECTOR


Mar 31, 2012

The Directors present their 19th Annual Report together with Audited Annual Accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011 -2012 2010 -2011 (April 11 to March 12) (April 10 to March 11)

Gross Sales & Other Income 1970.97 1886.48

Exceptional Items -Gain/(Loss) - (8.24)

Profit before interest, depreciation & taxes 144.31 145.26

Less : Interest & Finance Charges 20.49 31.91

: Depreciation 51.39 43.93

: Taxes (including Deferred taxes) 14.02 8.16

Net Profit after tax 58.41 53.03

2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2011-12 your Company's gross sales turnover has been marginally higher at Rs 1956.32 Lacs in comparison with last year's turnover at Rs. 1865.97 Lacs primarily on account of increased FCMT volumes and better pricing.

Export turnover at Rs. 927.98 Lacs this year has shown better performance as against Rs. 236.96 Lacs in the last year.

4. STATUTORY AUDITORS

M/s. B.S. Sawhney & Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS' OBSERVATIONS

The Company has conducted during the year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor's Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Annual Listing fees and Annual Custody Fee for the Year 2012-2013 have been paid.

7. ESOS. 2009

Of the total 20 (twenty) lacs stock options, your Company has issued 16.75 Lacs stock options to certain employees including some directors pursuant to the Employees Stock Option Scheme,2009 (ESOS,2009). Keeping in view that no employee/director has exercised any option so far, your directors have decided not to charge any expenses in the accounts books on account of employees stock options during the year 2011-12 (previous year: Rs. NIL).

8. PUBLIC DEPOSIT

The Company, during the year under review has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2012.

9. DIRECTORS

9.1 Sh. Karan Singh Thakral retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

9.2 Sh. GD. Khemani retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 we hereby 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, if any;

(b) 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 as at 31st March 2012 and its profits for the year ended on that date;

(c) that 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 frauds and other irregularities;

(d) That the Directors have pr epared the annual accounts on a going concern basis.

11. PERSONNEL

Particulars of employees required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the Annexure -I to this Report.

12. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure- II to this report.

13. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure - III as a part of this Annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company's website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report.

14. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of the support received from all stakeholders, customers and the various departments of Central and State Governments, Bankers, Dealers and suppliers of the company.

For and on behalf of the Board of Directors

Sd/-

Place: Gurgaon Karan Singh Thakral

Date: 28th May , 2012 CHAIRMAN & DIRECTOR


Mar 31, 2010

The Directors present their 17th Report together with Audited Annual Accounts of the company for the year ended March 31, 2010.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2009-2010 2008-2009

(April 09 to March 10) (April 08 to March 09)

Sales & Other Income 1210.66 1837.19

Exceptional Items 192.00 (15.54)

Profit before interest, depreciation 74.89 149.42 & write offs

Less : Interest & Finance Charges 30.92 34.25

Depreciation 42.66 258.78

Taxes (FBT & Deferred taxes) (18.79) (43.74)

Net Profit/ (Loss) 20.10 (99.87)

2. DIVIDEND

Your Directors regret their inability to recommend any dividend for the year under report due to non-availability of distributable profits.

3. OPERATIONS

During the financial year 2009-10 your Company’s sales turnover has been lower in comparison with last year’s turnover primarily on account of Global recession and financial meltdown of western countries.

Export also hit very badly due to weak demand. Your Company has, however, done fairly well in the exports achieving export turnover of Rs.244.87 Lacs as against Rs. 177.78 Lacs in the last year .

Your management continued its efforts this year also to increase operational efficiency by marginalizing the usage of power and fuel, reduction in administrative and other overheads cost.

However, it is encouraging to note that since 4th quarter the business, both domestic and export s have shown a very positive trend.

4. AUDITOR’S

M/s. B.S. Sawhney &Associates, Chartered Accountants, retires as Statutory Auditors of the company in the forthcoming Annual General Meeting and are eligible for re-appointment.

5. AUDITORS OBSERVATIONS

The Company has conducted during the year physical verification of its fixed assets in terms of its policy of physical verifications of fixed assets once in two years in view of the nature and volume of the assets. The other observations made in the Auditor’s Report, read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 217 of the Companies Act, 1956.

6. CAPITAL REDUCTION

The Capital reduction Scheme (reducing face value of the issued, subscribed, and Paid up equity share capital of the Company from nominal value of Rs.10/- per share to the nominal value of Rs.3/- per share, without changing the numbers of shares) as approved in the 15th Annual General meeting of your Comp any has been confirmed by the Hon’ble High Court of Punjab & Haryana vide their Order dated 30th April, 2009. The certified copy of the order of the Hon’ble High Court was registered on 23rd July, 2009 by the Registrar of NCT of Delhi & Haryana. Accounting effect of the Capital Reduction Scheme has been considered during the financial year 2009-10.

7. CONVERSION OF EXTERNAL COMMERCIAL BORROWINGS (ECB) IN EQUITY

The conversion of ECB outstanding of INR1197 Lacs taken from Thakral Brothers (Pte) Ltd, Singapore in to 2,28,00,000 equity shares of Rs.3/- each (at a premium of Rs.2.25 per share) was approved in your Extra ordinary General Meeting held on 11th January, 2010 subject to approval of SEBI, RBI, BSE, and other statutory authorities. The application filed by Thakral Brothers (Pte) Ltd, Singapore for exemption from Take over code is pending with SEBI.

8. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Annual Listing fees and Annual Custody Fee for the Year 2010-2011 have been paid.

9. ESOS : 2009

Your Comp any has issued options to a tot al of eight employees including your Directors in pursuance to the Employees Stock Option Scheme,2009 (ESOS,2009) as approved in the Extra Ordinary General Meeting held on 11th January,2010. The employees/Directors would be eligible to exercise their option af ter completion of one year in January, 2011. As such no shares have been issued so far under the ESOS, 2009.

10. PUBLIC DEPOSIT

The Comp any, during the year under review has not accepted nor renewed any deposit s from public under the Companies (Acceptance of Deposits) Rules, 1975. The company did not have any unclaimed/overdue deposits as on 31st March 2010.

11. DIRECTORS

11.1 Sh. Karan Singh Thakral, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

11.2 Sh. G.D. Khemani, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends for his re-appointment.

12. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Comp anies Act, 1956 we hereby 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, if any;

(b) 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 as at 31st March 2010 and its profits for the year ended on that date;

(c) that 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 asset s of the Comp any and for preventing and detecting fraud and other irregularities;

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

13. PERSONNEL

Particulars of employees required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the Annexure -1 to this Report.

14. CONSERVATION OF ENERG,Y TECHNOLOGYABSORPTION, FOREIGN EARNINGASN D OUTGO

Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure- II to this report.

15. CORPORATE GOVERNANCE REPORT

The company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance compliance is annexed as Annexure – III as a part of this Annual report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Company’s website. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is annexed to this report.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is annexed to this report.

16. ACKNOWLEDGMENT

The Directors wish to place on record their sincere appreciation to employees at all levels for their dedicated services and contribution to the company.

The Directors take this opportunity to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various dep artments of Central and S tate Government s, Bankers, Dealers and suppliers of the comp any.

For and on behalf of the Board of Directors

Sd/-

Place: New Delhi Karan Singh Thakral

Date: May 30, 2010 CHAIRMAN & DIRECTOR

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