Directors Report of Shree Steel Wire Ropes Ltd.

Mar 31, 2015

The Directors have pleasure in submitting their Twenty third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015..

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year figures are given hereunder:

For the Year Ended For the Year Ended 31st March 2015 (Rs) 31st March 2014 (Rs) I. Income

Revenue from operations 9,52,59,582 8,99,02,538

Other income 34,10,435 28,93,959

Total 9,86,70,017 9,27,96,497

II. Expenditure

Cost of materials consumed 6,53,03,390 5,43,30,514

Changes in inventories of finished goods

and work-in- progress (43,86,151) 23,19,397

Employees benefits expense 88,13,752 70,85,388

Finance costs 12,115 58,436

Other expenses 1,70,60,439 1,60,19,986

Total 8,68,03,545 7,98,13,721

III. Profit before Depreciation.

Prior period expense, Extra ordinary Items & tax (I-II) 1,18,66,472 1,29,82,776

IV. Extra ordinary Items & Prior period expenses (10,43,493) 14,81,968

V. Profit before Depreciation & Tax (III-IV) 1,08,22,979 1,44,64,744

VI. Depreciation 11,84,997 15,71,673

VII. Profit before Tax (IV-VI) 96,37,982 1,28,93,071

VIII. Tax Expenses

Current Tax 30,30,000 30,06,000

Prior Period Taxes (31,181) 30,226

Deferred tax (30,200) (1,06,000)

Surplus carried to balance sheet 66,69,363 99,62,845

2. DIVIDEND:

The Board of Directors has not recommended Dividend for the financial year 2014-2015.

3. Company's Business Performance

Sales Income

Sales Income for the year ended 31st March, 2015 amounted to Rs.10,58,20,655/- as against Rs.9,98,82,851/- for the previous year, registering a growth of 5.94%. The Management is optimistic of growth at a faster rate in the years to come.

4. Business Overview

The Company is engaged in manufacturing of Wire Rope, Wire Rope Allied Products and Railway OHE products. The management review is presented separately in the annual report.

5. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "C" and is attached to this report.

7. Policy developed by the Company on its Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility Committee, though the Company does not fall within the criteria to contribute towards the CSR policy.

8. Deposits

Your Company had accepted the deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, and as per Section 74 of Companies Act, 2013 pursuant to Rule 20 of the Companies (Acceptance of Deposits) Rules, 2014. Company has complied with the necessary filings to be done with the Registrar of Companies and Company has repaid all the amount on 26th June, 2015.

9. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 by the Company, to other Body Corporates or persons are given in notes to the financial statements.

10. Related Party Contracts & Arrangements

All related party transactions done by the Company during the financial year were arm's length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year the Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements.

11. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

12. Corporate Governance

As per the revised Clause 49 of the Listing Agreement it is not mandatory for the Company to attach a separate Corporate Governance report as Annexure to the Boards' Report.

13. Particulars of Employees

The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Further, the Company has no person in its employment drawing salary of Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. Extract of Annual Return

The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "A" and is attached to this Report.

15. Number of Board Meetings conducted during the year under review

Your Company had four (6) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013.

16. Directors Responsibility Statement

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

17. Disclosure under section 164(2) of the Companies Act, 2013

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

18. Declaration of Independent Directors

The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules as per the Listing Agreement.

19. Evaluation of the Board's Performance

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors:

i. Attendance of Board Meetings and Committees;

ii. Contribution made to the Board discussions and future planning;

iii. Level of commitment to the stakeholders' interest;

iv. Initiatives towards the growth of the business and profitability;

v. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

20. Company's policy relating to Directors appointment, payment of remuneration and discharge of their duties

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee.

21. Directors and Key Managerial Personnel information

i) Appointment of Woman Director

As per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Kirtee Anil Sajnani (DIN 01459113) was appointed as the Woman Director with effect from 23rd March, 2015.

ii) Appointment of Key Managerial Personnel

The Board of Directors has appointed Mrs. Vijayalaxmi Kandala as the Company Secretary, Key Managerial Personnel of the Company with effect from 1 st February, 2015.

iii) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Manoj Jeswani DIN :(00014509) retires by rotation and is eligible for re-appointment. Accordingly re- appointment has been included in the Notice convening the Annual General Meeting of the Company.

22. Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.

A Secretarial Audit Report issued by Virendra G. Bhatt, Practicing Company Secretaries, in Form MR - 3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2015, is provided in Annexure "B".

23. Auditors

Company's Auditors M/s. N. D. Mehta & Associates, Chartered Accountants (Registration No. 106266W) were appointed as Statutory Auditors for a period of three years from the conclusion of 22nd Annual General Meeting held on 24th September, 2014 until the conclusion of 25th Annual General Meeting of the Company.

However, their continuance of office is subject to ratification by the members in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors as required under Section 141 of the Companies Act, 2013.

24. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2013-14 was below 35 Crores.

25. Auditors Report

The notes to accounts referred to in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments.

26. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports

As per the Auditors qualification we hereby clarify that we have given Loans and advances only to gain high interest rate and it has been given to the known party, further we are not changing the nature of business we have given a new product pro-to type to railway if they approve the same we will manufacture the product.

27. Nomination & Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration.

28. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

Your Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice.

29. Listing

Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2014-2015 and has been diligent in observing all the compliances as stipulated in the Listing Agreement.

30. Depository System

Your Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

31. Internal Control System

Your Company continuously invests in strengthening its internal control processes and has appointed M/s Ramniklal Jayantilal Gabdhi, Chartered Accountants, as the Internal Auditors of the Company. The Company has put in place as adequate system of internal control commensurate with its size and nature of business. The systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Audit Committee periodically reviews the performance of internal audit system.

The Audit Committee reviews adherence to internal control systems and internal audit reports.

Further, the Board annually reviews the effectiveness of the Company's internal control system.

32. Shares

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees

33. Acknowledgements

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all levels. Your Directors also wish to place on record their gratitude to the shareholders for their continued support and confidence.

For and on Behalf of the Board

Sd/-

Mr. MANOJ B. JESWANI

Chairman & Managing Director

Place: Mumbai

Date: 30th May' 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2014.

FINANCIAL RESULTS: (Rs. In Lacs)

31st March 2014 31st March 2013

SALES 989.27 715.06

NET PROFIT/(LOSS) BEFORE TAX 128.93 45.86

LESS: INCOME TAX 0.30 0.13

LESS: PROVISION FOR TAXATION 30.06 22.60

NET PROFIT/(LOSS) AFTER TAX 99.63 29.63

BALANCE B/F FROM EARLIER YEARS2 28.35 198.72

BALANCE CARRIED TO BALANCE SHEET 327.98 228.35

PERFORMANCE REVIEW:

During the year under review, the Company witnessed increase in the turnover, which stood at Rs 99.63 lacs as against Rs 29.63 lacs in the accounting year 2012-13.

PUBLIC DEPOSITS:

The Company had accepted the deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIVIDEND:

The Board of Directors of the Company does not recommend any dividend for the Financial Year 2013-2014.

DIRECTORS:

In accordance to the provisions of the Companies Act, 2013 and the Company''s Articles of Association of the Company, Mr. Anil Lachman Sajnani, Mr. Subhash Shyamlal Motwani and Mr. Ashish Lachman Sajnani designated as Independent Director shall hold office up to the date of the ensuing Annual General Meeting and who retire by rotation and they being eligible offer themselves for re- appointment.

AUDITORS:

Company''s Auditors M/s. N. D. Mehta & Associates, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors of the Company recommends for members approval the re-appointment of the Auditors to hold office from the conclusion of this Meeting until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting).

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) That the Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable 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 ended 31st March, 2014 and the profit of the Company for the year under review;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended 31 st March, 2014 have been prepared on a ''going concern basis''

CONSERVATION OF ENERGY, TECHNOLGY ABSORPTION AND FOREIGN EXCHANGE EARINGS/OUTGO:

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

PARTICULARS OF EMPLOYEES:

No employees of the Company was in receipt of remuneration during the financial year 2013-2014 in excess of the sum prescribed under Section 217(2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DISCLOSURE UNDER SECTION 274(1) (g):

None of the Directors of the Company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

COMPANY SECRETARY COMPLIANCE CERTIFCATE

The Company has obtained Compliance Certificate from Shri. Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A(1) of the Companies Act, 1956, which is enclosed herewith forming part of the Director''s Report.

ACKNOWLEDGEMENT:

Your Directors wish to thank all Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support.

For Board of Directors

Sd/-

Mr. MANOJ B. JESWANI Managing Director Place: Mumbai Date: 30th May''2014

---

Mar 31, 2012

To,The Members of Shree Steel Wire Ropes Limited

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the year ended 31st March,2012. FINANCIAL RESULTS: (Rs. In Lacs)

31st March 2012 31st March 2011

SALES 536.44 438.63

NET PROFIT/(LOSS) BEFORE TAX 33.82 37.79

LESS: INCOME TAX 0.06 0.14

LESS: PROVISION FOR TAXATION 17.20 15.30

NET PROFIT/(LOSS) AFTER TAX 22.88 28.17

BALANCE B/F FROM EARLIER YEARS 175.84 147.67

BALANCE CARRIED TO BALANCE SHEET 198.72 175.84

PERFORMANCE REVIEW:

During the year under review, your Company witnessed increase in the turnover, which stood at Rs. 536.44 lacs as against Rs. 438.63 lacs in the accounting year 2010-11.

PUBLIC DEPOSITS:

The Company has complied the provisions as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIVIDEND:

No dividend was declared during the Financial Year 2011-12.

DIRECTORS:

In accordance to the provisions of the Companies Act, 1956 and the Company's Articles of Association Mr. Ashish Sajnani, Director of the Company retires by rotation and being eligible offers himself for re- appointment. Mr. Manoj Jeswani, Managing Director & Mr. Chandru Chawla, Whole-time Director is re-appointed for the period of three years.

AUDITORS:

The Company's Auditors M/s. N. D. Mehta & Associates, Chartered Accountants retires on the conclusion of the forthcoming Annual General Meeting and he has given his consent to act as Statutory Auditor of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) OF THE COMPANIES Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

i) in preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable 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 ended 31st March, 2012 and the profit of the Company for the year under review;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts for the year ended 31st March, 2012 have been prepared on a 'going concern basis'.

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

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

PARTICULARS OF EMPLOYEES:

No employees of the Company was in receipt of remuneration during the financial year 2011 -2012 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DISCLOSURE UNDER SECTION 274(1) (g):

None of the Directors of the Company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

COMPANY SECRETARY COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from Shri. Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A (1) of the Companies Act, 1956, which is enclosed herewith forming part of the Director's Report.

ACKNOWLEDGEMENT:

Your Directors wish to thank all Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support.

For Board of Directors

Sd/-

Mr. CHANDRU CHAWLA Chairman

---

Mar 31, 2011

The Members,

Shree Steel Wire Ropes Limited

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts for the year ended 31st March,2011.

FINANCIAL RESULTS: (Rs. In Lacs)

31st March 2011 31st March 2010

SALES 438.63 378.94

NET PROFIT/(LOSS) BEFORE TAX 37.79 28.65

LESS: INCOME TAX 0.14 0.01

LESS: PROVISION FOR TAXATION 15.30 4.50

LESS: PROVISION FOR DEFERRED TAX (5.82) 0.00

NET PROFIT/(LOSS) AFTER TAX 28.17 24.14

BALANCE B/F FROM EARLIER YEARS 147.67 123.53

BALANCE CARRIED TO BALANCE SHEET 175.84 147.67

PERFORMANCE REVIEW:

During the year under review, your Company witnessed increase in the turnover, which stood at Rs.438.63 lacs as against Rs. 378.94 lacs in the accounting year 2009-10.

PUBLIC DEPOSITS:

The Company has complied the provisions as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIVIDEND:

The Board of Directors of the Company does not recommend any dividend during the Financial Year 2010-2011.

DIRECTORS:

In accordance to the provisions of the Companies Act, 1956 and the company's Articles of Association Mr. Subhash Motwani, Director of the Company retire by rotation and they being eligible offer themselves for re- appointment.

AUDITORS:

The Company's Auditors M/s. N. D. Mehta & Associates, Chartered Accountants retires on the conclusion of the forthcoming Annual General Meeting and he has given his consent to act as Statutory Auditor of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors give hereunder Directors Responsibility Statement pertaining to the accounts of the company

i) that in preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable 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 ended 31st March, 2011 and the profit of the Company for the year under review;

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

iv) that the annual accounts for the year ended 31st March, 2011 have been prepared on a 'going concern basis'.

CONSERVATION OF ENERGY, TECHNOLGY ABSORPTION AND FOREIGN EXCHANGE EARINGS/OUTGO:

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

PARTICULARS OF EMPLOYEES:

No employees of the Company was in receipt of remuneration during the financial year 2010-2011 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DISCLOSURE UNDER SECTION 274(1)(g):

None of the Directors of the Company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

COMPANY SECRETARY COMPLIANCE CERTIFCATE

The Company has obtained Compliance Certificate from Shri. Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A (1) of the Companies Act, 1956, which is enclosed herewith forming part of the Director's Report.

ACKNOWLEDGEMENT:

Your Directors wish to thank all Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support.

For Board of Directors

Sd/-

Mr. Chandru Chawla Chairman

Place : Khopili Date : 30th May' 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.



FINANCIAL RESULTS: (Rs. In Lacs)

31st March,2010 31st March, 2009

SALES 378.94 335.45

NET PROFIT/(LOSS) BEFORE TAX 28.65 33.30

Less: APPROPRIATION ACCOUNT 0.01 2.54

Less: PROVISION FOR TAXATION 4.50 3.43

NET PROFIT/(LOSS) AFTER TAX 24.14 27.33

BALANCE B/F FROM EARLIER YEAR 123.53 96.20

BALANCE CARRIED TO BALANCE SHEET 147.67 123.53



PERFORMANCE REVIEW:

During the year under review, your Company witnessed increase in the turnover, which stood at Rs. 378.94 lacs as against Rs. 335.45 lacs in the accounting year 2008-09.

PUBLIC DEPOSITS:

The Company had accepted the deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

Dividend:

The Board of Directors of the Company does not recommend any dividend during the Financial Year 2009-2010.

DIRECTORS:

In accordance to the provisions of the Companies Act, 1956 and the companys Articles of Association Mr. Anil L. Sajnani and Mr. Ashish L. Sajnani, Directors of the Company retire by rotation and they being eligible offer themselves for reappointment.

AUDITORS:

The Companys Auditors M/s. N. D. Mehta & Associates, Chartered Accountants retires on the conclusion of the forthcoming Annual General Meeting and he has given his consent to act as Statutory Auditor of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors give hereunder Directors Responsibility Statement pertaining to the accounts of the company

i) that in preparation of the Annual Accounts for the year ended 31 st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable 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 ended 31 st March, 2010 and the profit of the Company for the year under review;

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

iv) that the annual accounts for the year ended 31 st March, 2010 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLGY ABSORPTION AND FOREIGN EXCHANGE EARINGS/OUTGO:

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

PARTICULARS OF EMPLOYEES:

No employees of the Company was in receipt of remuneration during the financial year 2009-2010 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DISCLOSURE UNDER SECTION 274(1) (g):

None of the Directors of the Company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

COMPANY SECRETARY COMPLIANCE CERTIFCATE

The Company has obtained Compliance Certificate from Shri. Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A (1) of the Companies Act, 1956, which is enclosed herewith forming part of the Directors Report.

ACKNOWLEDGEMENT:

Your Directors wish to thank all Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support.



For Board of Directors

Sd/-

Mr. Chandru Chawla

Chairman

Place: Mumbai

Date: 24th May, 2010