Directors Report of Worldwide Aluminium Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31th 2015.

1. Financial summary or highlights/Performance of the Company

Particulars Year ended on Year ended on 31/03/2015 31/03/2014

Total Revenue from operation 64684770 75631791

Total Expenditure 62639468 81654366

Profit/(Ioss) from Ordinary activities 2045302 (221630) before tax

Less: Tax Expenses 677200 (667102)

Net Profit /(loss) from Ordinary 1368102 (1829384) activities after tax

Add: balance brought forward 1643547 3472931

Balance carried forward to Balance 3011649 1643547 Sheet

2. Slate of Company's affair

The company is now mainly engaged in the business of merchant exporting of footwear. With this change of business strategy, the company has earned a profit of Rs. 2045302/- before tax after providing for depreciation of Rs 1514652/- as compared to last year's loss of Rs. 2496486/-. No Material changes has been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report also there is no change in the nature of the business of the company during the year. The CSR provisions were not applicable on the company during the year under review. No deposits were accepted or remain unpaid, nor did any default occur during the year.

3. Reserves and Dividends

No amount is transferred to the general reserve of the company during the year. Also. Board of Director's do not recommended any dividend for the financial year 2014-15.

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has a well placed proper and adequate internal control system commensurate with the size and nature of its business. The Board has appointed Internal Auditors to more strengthen the internal control system. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

5. Directors and KMP's

Mr. Deepak Mehrotra and Mr. Rajeev Agarwal has been appointed as independent director on 21st March, 2015. Also, Ms. Parul Jain has been appointed as Company secretary and Mr. Krishna Singh as Chief Financial Officer. Mrs. Renu Agarwal was re-appointed as director in the last AGM held on 29.09.2014 when retired by rotation.

The Board has met 5 tunes during the year 30.05.2014. 14.08,2014, 14.11.2014. 31.01.2015 and 21.03.2015 of which meetings proper notices has been given. In accordance with the new- Companies Act, the Audit Committee. Nomination and Remuneration Committee, Stakeholder Relationship Committee & Vigil Mechanism was duly formulated. Mr. Anil Agarwal (Managing Director) was appointed Chairman of Audit committee along with Mr. Rajeev Agarwal (Independent Director) and Mr. Deepak Mehrotra (Independent Director) of the Company. Further Ms. Renu Agarwal, Mr Lalit K, Chhawchharia. Mr. Deepak Mehrotra and Mr. Rajeev Agarwal were appointed as members of Nomination and Remuneration Committee.

6. Statutory Auditors and Report

B, Chhawehharia & Co. (FRN-305123E) Chartered Accountant continue to be the statutory auditors of the company having been appointed for 3 years up to 2017 in the last AGM.

With reference to the qualification made in the Auditor Report in relation to not disclosing particulars as required in pursuance to Accounting Standard-15 "Employee Benefit", the members are informed that the same was not possible since it is not received from LIC respect to the Employee Gratuity Fund.

7. Secretarial Audit Report

A Secretarial Audit Report given by M/s Akarshika Goel & Co. (C.P. No 12770) a company secretary in practice is annexed herewith. With reference to the qualifications made under Secretarial Audit Report the members are informed:-

(a) In respect to the members who are promoters containing more than 900 members, the company has already initiated action to transfer the same to public holdings.

(b) Regarding e-voting the same has been complied with.

(c) Since, there is absolutely 'NIL' volume of trading of the Company's share on CSE and the company shares are actively traded in BSE, the company has decided to delist its shares from CSE.

8. Share Capital

No equity shares. Sweat equity. Stock Options was made during the year. No money was advance by the Company to purchase the Company's Share.

9. Details of Subsidiary and its performance and financial position

The company has a subsidiary company i.e. Blackberry Properties Advisory' Private Limited. Its registered office is at 5-F, Everest 46/C, Chowringee Road, Kolkata-700071. The Blackberry Property Advisory Private Limited does not have any business operation. However it gets a rent from a premise which is rented out. The company has earned a net profit of Rs.264268 /- as compared to last year's loss of Rs. 43620.00/-

10. Particulars of loans, guarantees or investments under section 186

The company has deployed funds in interest bearing ICD's during the year to M/s WIG Brothers Cons. Private Limited. The loan has been approved by the board and interest is being received regularly.

11. Particulars of contracts or arrangements with related parties

The company does not have any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. Therefore, Form AOC-2 prescribed therein may be considered as NIL.

12. Conservation Of Energy & Technology Absorption

The company constantly endeavors to conserve energy. Ail steps in pursuance thereof have already been taken in the previous years. Ever since the nature of the business was changed from manufacturing exporters to merchant exporter expenditure on technology up-gradation, product development etc has also been curtailed as not required for the nature of business.

13. Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows is Rs. 525.85 lacs and the Foreign Exchange outgo is Rs. 6.37 lacs during the year.

14. Extract of the annual return

The extract of annual return in Form No MGT9 has attached with the Board's report.

15. Managerial Remuneration

i. Total remuneration to the MD has remained unchanged at Rs. 1680000/- during the year.

ii. There were only 10 employees on permanent roll of the company as on March 31,2015.

iii. The total remuneration paid to ICMP's appointed on 21.03.2015 was based on the terms of the service contract which had been paid for availing their services.

iv. The percentile increase in the salaries of the other employees is 13% whereas percentile increase in the salaries of the managerial personnel is nil.

16. Variations in the market capitalization

Market Capitalization as on 31-03-2015= 2,68,21,809/- (2970300*9.03) Market Capitalization as on 31 -03-2014 1,21,48,527/- (2970300*4.09) Price Earnings Ratio (Price/EPS): As on 31 -03-2015-0.46; As on 31 -03-2014- (0.62)

17. Directors' Responsibility Statement

As per Section 134 of the Companies Act, 2013, your Directors hereby confirm that.

(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:

(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 operating effectively,

18. E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

19. Acknowledgements

Your Directors take this opportunity to thank Regulatory and Government Authorities the Company's shareholders, investors, customers, bankers, and other stakeholders for their continued support to the company. Your Directors express their deep sense of appreciation towards all the employees and staff of the company.

For and on behalf of the Board of Directors Worldwide Leather Exports Limited

Date: 17th July 2015 Managing Director Place: Gurgaon Anil Agarwal

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Mar 31, 2014

TO THE MEMBERS

The Directors present the 24rd Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2014.

Financial Result Rs. In Lacs 2013-14 2012-13

Sales and other operating income 756.32 1000.02

Profit before depreciation 18.08 -00.80

Depreciation 20.28 22.70

Profit/ (Loss) after extraordinary -18.29 -15.85

Items & Tax

Surplus from previous year 34.73 50.58

Transfer to General Reserve 0.00 0.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 16.44 34.73



Performance

Sales inclusive of export incentives have decreased over the previous year from 11002.02 lacs to 756.32 lacs. The financial year 2013-14 shows a loss of Rs 24.96 lacs after providing for Rs.20.28 lacs towards depreciation.

The world economic conditions and demand for shoes continue to be tough. The infiationatory costs in India continue to rise while the selling prices overseas continue to fall. The company''s sales have declined for the past 2 years. Manufacturing shoes has been producing losses for the past 2 year Wages in 1 ndia continue to rise briskly, and also, the Gratuity and allied compensations were mounting.

In view of all this, in the interest of the Company and its shareholders, the Management decided to end its manufacturing operations in October 2013 and changed its business model, to enter into merchant exports, besides exploring other new avenues of business. Your Company is presently procuring packed shipments of footwear against its export orders. This model has saved the company from exposure to rising costs of labor and material and is yielding profits for the company.

In view of the loss in the current year, the CMD of the company has forgone his performance incentive payment..

Dividend

The Directors express their inability to recommend any dividend.

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2A A) of the Companies Act, 1956 your Directors confirm that: -

In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same;

They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period:

They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act. 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association ofthe Company, Mrs. Renu Agarwal, Director, retires by rotation and being eligible oilers herself for re-appointment. Your Directors recommend his re-appointment.

Particular of employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act. 1956 read with Companies (Particular of Employee amendment rule) 1998 are required to be given. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy.

Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed. B Technology Absorption Effort made for Technology absorption is as per Form - B attached as Annexure to this report. C Foreign Exchange Earning and Outgo The total foreign exchange earnings of the company during the year under review was Rs.660.68 lacs on account of exports and the total foreign exchange outgo was Rs.11.32 lacs on account of commissions, traveling expenses, trade fair expenses advertisement and foreign bank charges. Auditors M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224( 1B) of the Companies Act, 1956. Auditor''s Report The qualification in the Auditors'' report is adequately explained in relevant notes to the accounts. Listing of Shares The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Calcutta (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Calcutta Stock exchanges. E-Mail ID''s of Shareholders Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs. Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media. Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company''s industrial relation continued to be excellent during the year.

For and behalf of the Board of Directors Date: 30th May, 2014 (Anil Agarwal) (Chairman & Managing Director) Place: Gurgaon Chairman & Managing Director

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Mar 31, 2013

TO THE MEMBERS

The Directors present the 23rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Result

Rs. In Lacs

2012-13 2011-12

Sales and other operating income 1000.02 1521.04

Profit before depreciation -00.80 67.80

Depreciation 22.70 28.07

Profit/(Loss) after extraordinary -15.85 25.35

Items & Tax

Surplus from previous year 50.58 25.23

Transfer to General Reserve 0.00 0.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 34.73 50.58

Performance

Sales inclusive of export incentives have decreased over the previous year from 1521.04 lacs to 1000.02 lacs. The financial year 2012-13 shows a loss of Rs 23.50 lacs after providing for Rs.22.70 lacs towards depreciation.

The Company''s performance declined mainly due to depressed European economic conditions. Even though the company achieved a turnover of 10 crores, due to increased labor and material costs and high inflation in India, the Company incurred operational losses with respect to the realizable value of Export Orders. Orders from our Customers from Spain and Italy, and other neighbouring countries have dried up. Our decade old buyers of UK have also decreased their buying. In view of the acute situation of mounting losses in the operations of the company, staff and labour has been reduced. Expenses on the participation in the Garda fair has also been curtailed. Options of shifting the factory to remote areas where cheaper labor may be available or to excise free Industrial Zones for production for the domestic market are being considered. However, the real estate investments of the company are doing well and further exposures are being planned in this area. .

In view of the loss in the current year, the CMD of the company has forgone his performance incentive payment..

Dividend

The Directors express their inability to recommend any dividend.

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

- In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same;

- They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association of the Company, Mr. Lalit Chhawchharia, Director, retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

Particularof employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particularof Employee amendment rule) 1998 are required to be given.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy. Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed.

B Technology Absorption

Effort made for Technology absorption is as per Form - B attached as Annexure to this report.

C Foreign ExchangeEarningand Outgo

The total foreign exchange earnings of the company during the year under review was Rs.842.64 lacs on account of exports and the total foreign exchange outgo was Rs.37.57 lacs on account of commissions, traveling expenses, trade fair expenses .advertisement and foreign bank charges.

Auditors

M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224( 1B) oftheCompaniesAct, 1956.

Auditor''s Report

The qualification in the Auditors'' report is adequately explained in relevant notes to the accounts.

Listing of Shares

The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Calcutta (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Calcutta Stock exchanges.

E-Mail ID''s of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make anote that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media. Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company''s industrial relation continued to be excellent during the year.

For and behalf of the Board of Directors

Date: 29th May, 2013 (Anil Agarwal)

Place: Gurgaon Chairman & Managing Director

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Mar 31, 2012

TO THE MEMBERS

The Directors present the 22nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.



Financial Result Rs. In Lacs

2011-12 2010-11

Sales and other operating income 1521.04 954.26

Profit before depreciation(29.41) 67.80 41.55

Depreciation 28.07 29.41

Profit/ (Loss) after extraordinary 25.35 20.73

Items & Tax

Add: Surplus from previous year 25.23 9.50

Transfer to General Reserve 0.00 5.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 50.58 25.23



Performance

Sales inclusive of export incentives have increased over the previous year. The financial year 2011-12 shows a profit of Rs.39.72 lacs after providing for Rs.28.07 lacs towards depreciation.

The Company's performance improved despite the European economics. Efforts to secure orders continues by taking active participation in the most popular Riva Del Garda, Italy fair. The Company's portfolio of Footwear from the R&D aspect is being appreciated in the international market, the company had good orders in hand and the turnover in the year was better.

Dividend

The Directors express their inability to recommend any dividend.

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same; They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period; They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act, 1956, for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities; The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association of the i Company, Mr. B.P.Singh, Director, retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

Particular of employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employee amendment rule) 1998 are required to be given. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy. Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed.

B Technology Absorption

Effort made for Technology absorption is as per Form - B attached as Annexure to this report.

C Foreign Exchange Earning and Outgo

The total foreign exchange earnings of the company during the year under review was Rs. 1329.03 lacs on account of exports and the total foreign exchange outgo was Rs.29.30 lacs on account of commissions, traveling expenses, trade fair expenses .advertisement and foreign bank charges and Rs. 107.43 lacs for import of raw material.

Auditors

M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

Auditor's Report

The qualification in the Auditors' report is adequately explained in relevant notes to the accounts.

Listing of Shares

The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Kolkata (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Kolkata Stock exchanges.

ISO 9001:2000 CERTIFICATION

Your Company continues to enjoy the status of ISO 9001:2000

E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company's industrial relation continued to be excellent during the year.

E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company's industrial relation continued to be excellent during the year.





For and behalf of the Board of Directors

Date: 31st July, 2012 (Anil Agarwal)

Place: Gurgaon Chairman & Managing Director

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Mar 31, 2010

The Directors present the 20th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Result

Rs. In Lacs

2009-10 2008-09

Sales and other income 983.26 1265.12

Profit before depreciation (29.64) 39.74 82.26

And extraordinary item (NIL)

Depreciation 29.64 29.81

Profit/ (Loss) after extraordinary 7.40 30.29

Items & Tax

Add: Surplus from previous year 2.09 1.80

Transfer to General Reserve NIL 30.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 9.49 2.90



Performance

Sales inclusive of export incentives have decreased over the previous year. The financial year 2009-10 shows a profit of Rs.7.40 lacs after providing Rs. 29.64 lacs towards depreciation.

The Companys performance could not improve due to the rolling effect of the global melt down which hit the Companys business during this financial year. Efforts to secure orders continues by taking active participation in the most popular Riva Del Garda, Italy fair. Though the Companys portfolio of Footwear from the R&D aspect is being appreciated in the international market, orders have shrunk due to acute competition in the international market especially in view of the forex rate conditions prevailing overseas.

Dividend

The Directors express their inability to recommend any dividend

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

- In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same;

- They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association of the Company, Mr. B.P.Singh, Director, retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

Particular of employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employee amendment rule) 1998 are required to be given.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy. Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed.

B Technology Absorption

Effort made for Technology absorption is as per Form - B attached as Annexure to this report.

C Foreign Exchange Earning and Outgo

The total foreign exchange earnings of the company during the year under review was Rs.888.97 lacs on account of exports and the total foreign exchange outgo was Rs.31.23 lacs on account of commissions, traveling expenses and foreign bank charges.

Auditors

M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report

The qualification in the Auditors report is adequately explained in relevant notes to the accounts.

Listing of Shares

The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Calcutta (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Calcutta Stock exchanges.

ISO 9001:2000 CERTIFICATION

Your Company continues to enjoy the status of ISO 9001: 2000

Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your companys industrial relation continued to be excellent during the year.

For and behalf of the Board of Directors



Date : 26th July, 2010 (Anil Agarwal)

Place : Gurgaon Chairman & Managing Director