Directors Report of Santosh Fine - Fab Ltd.

Mar 31, 2014

TO THE MEMBERS,

The Directors present to you the Thirty Second Annual Report of the Company with the Audited Statement of Accounts for the year ended on 31 st March, 2014.

FINANCIAL RESULTS

(RS. IN LACS)

PARTICULARS 2013-2014 2012-2013

Sales and other Income 3338.79 3239.07

Profit before Tax 33.38 42.36

Profit after Tax 22.86 28.27

Profit brought forward 165.11 136.84

Balance available for appropriation 187.97 165.11 Total Balance carried forward to

balance Sheet after all adjustments 187.97 165.11

DIVIDEND

Due to insufficient profits, your directors express their inability to recommend payment of dividend for the year under review.

DIRECTORS

Shri Radhaballabh Tibrewal (DIN: 00323570) and Shri Asharam S Rungta (DIN: 00320409), Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

Your company''s auditors M/s Bhuwania & Agrawal Associates retire and are eligible for reappointment. You are requested to re-appoint auditors and fix their remuneration.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in the said clause 49 of the Listing Agreement is annexed thereto.

COMPLIANCE CERTIFICATE

The Ministry of Corporate Affairs, vide notification dated 5th January, 2009 extended the exemption for appointment of Company Secretary in the whole time employment of the Company from a paid up capital of Rs. 2 crores to Rs. 5 crores. However, the Companies in question are required to furnish a Compliance Certificate from a Company Secretary in whole time practice. The Compliance Certificate obtained from Mrs. Lalita Lath, a Practicing Company Secretary'' is annexed.

PERSONNEL

During the year under review no employee has drawn salary exceeding the limits stated in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 are set out in the annexure "A" forming part of this report.

COSTAUDIT

In pursuance to the directives issued by the Government of India, the Board of directors of the Company has appointed Mr. V.C. Kothari, Cost Accountant, as the Cost Auditor to audit the cost accounts relating to "Textiles" for the year ended 31st March, 2014.

INDUSTRIAL RELATION

The relations between the employees and the Management have remained cordial throughout the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENT

We owe all our employees, customers, bankers and suppliers, our gratitude for their cooperation and continued support.

FOR AND ON BEHALF OF THE BOARD

(SANTOSH R.TULSIYAN) MANAGING DIRECTOR

Place: Mumbai. Dated: 29.05.2014

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Mar 31, 2013

TO THE MEMBERS,

The Directors present to you the Thirty First Annual Report of the Company with the Audited Statement of Accounts for the year ended on 31st March. 2013.

FINANCIAL RESULTS (RS.INLACS) PARTICULARS 2012-2013 2011-2012

Sales and other Income 3239.07 2665.42

Profit before Tax 42.36 11.32

Profit after Tax 28.27 6.04

Profit brought forward 136.84 130.80

Balance available for appropriation 165.11 136.84 Total balance carried forward to

balance Sheet alter all adjustments 165.11 136.84

DIVIDEND

Due to insufficient profits, your directors express their inability to recommend payment of dividend for the year under review.

DIRECTORS

Shri Sanjeev D Saran and Shri Ashok V Tulsiyan, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

Your company''s auditors M/s Bhuwania & Agrawal Associates retire and are eligible for reappointment. You are requested to re-appoint auditors and fix their remuneration,

COR PORATE GOVERNANCE A separate section on Corporate Governance is included in the Annual Repon and the Certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in the said clause 49 of the Listing Agreement is annexed thereto.

COMPLIANCE CERTIFICATE

The Ministry of Corporate Affairs, vide notification dated 5th January. 2009 extended the exemption for appointment of Company Secretary in the whole time employment of the Company from a paid up capital of Rs.

2 crores to Rs. 5 crorcs. However, the Companies in question are required to furnish a Compliance Certificate from a Company Secretary in whole time practice. The Compliance Certificate obtained from Mrs. Lalita Lath, a Practicing Company Secretary is annexed.

PERSONNEL

During the year under review no employee has drawn salary exceeding the limits stated in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975

CONSERVATION-OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to section 217( 1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the repon of Directors) Rules. 1988 are set out in the annexure "A" forming pari of this report.

COSTAUDIT

In pursuance to the directives issued by the Government of India, the Board of directors of the Company has appointed Mr. V.C. Kothari, Cost Accountant, as the Cost Auditor to audit the cost accounts relating to "Textiles" for the year ended 31 st March. 2013.

INDUSTRIAL RELATION

The relations between the employees and the Management have remained cordial throughout the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 slate of affairs of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act.

1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENT

We owe all our employees, customers, bankers and suppliers, our gratitude for their cooperation and continued support.

FORANDON BEHALF OFTHE BOARD

(SANTOSH R.TULSIYAN)

MANAGING DIRECTOR

IMace: Mumbai.

Dated: 29.05.2013

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Mar 31, 2012

The Directors present to you the Thirtieth Annual Report of the Company with the Audited Statement of Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

(RS. IN LACS)

PARTICULARS 2011-2012 2010-2011

Sales and other Income 2665.42 2613.46

Profit before Tax 11.32 8.05

Profit after Tax 6.04 6.02

Profit brought forward 130.80 124.78

Balance available for appropriation 136.84 130.80

Total Balance carried forward to balance Sheet after all adjustments 136.84 130.80

DIVIDEND

Due to insufficient profits, your directors express their inability to recommend payment of dividend for the year under review.

DIRECTORS

Shri Santosh R Tulsiyan and Shri Subhash R Tulsiyan, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

Your company's auditors M/s Bhuwania & Agrawal Associates retire and are eligible for reappointment. You are requested to re-appoint auditors and fix their remuneration.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in the said clause 49 of the Listing Agreement is annexed thereto.

COMPLIANCE CERTIFICATE

The Ministry of Corporate Affairs, vide notification dated 5th January, 2009 extended the exemption for appointment of Company Secretary in the whole time employment of the Company from a paid up capital of Rs. 2 crores to Rs. 5 crores. However, the Companies in question are required to furnish a Compliance Certificate from a Company Secretary in whole time practice. The Compliance Certificate obtained from Mrs. Lalita Lath, a Practicing Company Secretary is annexed.

PERSONNEL

During the year under review no employee has drawn salary exceeding the limits stated in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

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

Information pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 are set out in the annexure "A" forming part of this report.

COST AUDIT

In pursuance to the directives issued by the Government of India, the Board of directors of the Company has appointed Mr. V.C. Kothari, Cost Accountant, as the Cost Auditor to audit the cost accounts relating to "Textiles" for the year ended 31 st March, 2012.

INDUSTRIAL RELATION

The relations between the employees and the Management have remained cordial throughout the year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENT

We owe all our employees, customers, bankers and suppliers, our gratitude for their cooperation and continued support.

FOR AND ON BEHALF OF THE BOARD

(SANTOSH R.TULSIYAN)

MANAGING DIRECTOR

Place: Mumbai.

Dated: 29.05.2012

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Mar 31, 2011

The Directors present to you the Twenty Ninth Annual Report of the Company with the Audited Statement of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(RS. IN LACS)

PARTICULARS 2010-2011 2009-2010

Sales and other Income 2613.69 2389.56

Profit before Tax 8.05 9.20

Profit after Tax 6.02 6.17

Profit brought forward 124.78 118.61

Balance available for appropriation 130.80 124.78 Total Balance carried forward to

balance Sheet after all adjustments 130.80 124.78

DIVIDEND

Due to insufficient profits, your directors express their inability to recommend payment of dividend for the year under review.

DIRECTORS

Shri Radhaballabh Tibrewal and Shri Asharam S Rungta, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

Your company's auditors M/s Bhuwania & Agrawal Associates retire and are eligible for reappointment. You are requested to re-appoint auditors and fix their remuneration.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in the said clause 49 of the Listing Agreement is annexed thereto.

COMPLIANCE CERTIFICATE

The Ministry of Corporate Affairs, vide notification dated 5th January, 2009 extended the exemption for appointment of Company Secretary in the whole time employment of the Company from a paid up capital of Rs. 2 crores to Rs. 5 crores. However, the Companies in question are required to furnish a Compliance Certificate from a Company Secretary in whole time practice. The Compliance Certificate obtained from Mrs. Lalita Lath, a Practicing Company Secretary is annexed.

PERSONNEL

During the year under review no employee has drawn salary exceeding the limits stated in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 are set out in the annexure "A" forming part of this report.

COSTAUDIT

In pursuance to the directives issued by the Government of India, the Board of directors of the Company has appointed Mr. V.C. Kothari, Cost Accountant, as the Cost Auditor to audit the cost accounts relating to "Textiles" for the year ended 31st March, 2011.

INDUSTRIAL RELATION

The relations between the employees and the Management have remained cordial throughout the year.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENT

We owe all our employees, customers, bankers and suppliers, our gratitude for their cooperation and continued support.

FOR AND ON BEHALF OF THE BOARD

(SUBHASH R.TULSIYAN) EXECUTIVE DIRECTOR

Place : Mumbai.

Dated: 30.05.2011

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Mar 31, 2010

The Directors present to you the Twenty Eighth Annual Report of the Company with the Audited Statement of Accounts for the year ended on 31 st March, 2010.

FINANCIAL RESULTS



(RS. IN LACS)

PARTICULARS 2009-2010 2008-2009

Sales and other Income 2389.56 2498.12

Profit before Tax 9.20 4.58

Profit after Tax 6.17 0.56

Profit brought forward 118.61 118.05

Balance available for appropriation 124.78 118.61

Total Balance carried forward to

balance Sheet after all adjustments 124.78 118.61





DIVIDEND

Due to insufficient profits, your directors express their

inability to recommend payment of dividend for the year under review.

DIRECTORS

Shri Ashok V. Tulsiyan and Shri Sanjeev D. Saran, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

Your companys auditors M/s Bhuwania & Agrawal Associates retire and are eligible for reappointment. You are requested to reappoint auditors and fix their remuneration.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in the said clause 49 of the Listing Agreement is annexed thereto.

COMPLIANCE CERTIFICATE

The Ministry of Corporate Affairs, vide notification dated 5th January, 2009 extended the exemption for appointment of Company Secretary in the whole time employment of the Company from a paid up capital of Rs. 2 crores to Rs. 5 crores. However, the Companies in question are required to furnish a Compliance Certificate from a Company Secretary in whole time practice. The Compliance Certificate obtained from Mrs. Lalita Lath, a Practicing Company Secretary is annexed.

PERSONNEL

During the year under review no employee has drawn salary exceeding the limits stated in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 are set out in the annexure "A" forming part of this report.

COSTAUDIT

In pursuance to the directives issued by the Government of India, the Board of directors of the Company has appointed Mr. V.C. Kothari, Cost Accountant, as the Cost Auditor to audit the cost accounts relating to "Textiles" for the year ended 31 st March, 2010.

INDUSTRIAL RELATION The relations between the employees and the Management have remained cordial throughout the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm: (a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGMENT

We owe all our employees, customers, bankers and suppliers, our gratitude for their cooperation and continued support.



FOR AND ON BEHALF OF THE BOARD

(SANTOSH R.TULSIYAN) CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai.

Dated: 25.05.2010.