డైరెక్టర్ల నివేదిక Marvel Vinyls Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors of your Company have pleasure in presenting to you the Twenty Nine Annual Report on the business & operations of the Company and Audited Statement of Accounts for the year ended 31st March 2014 along with the Auditor''s Report thereon.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March £014 are as follows:

[Rs. in Lacs] Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from Operations 19,900.60 18,183.12

Profit before Depreciation & Finance Cost 1107.94 1132.03

Rnance Cost 557.51 512.83

Depreciation 309.77 194.69

Profit/(Loss] before Tax 340.66 424.51

Provision for Current Tax 107.00 100.00

Provision for Deferred Tax 4.65 34.16

Income tax Adjustment for Earlier Year 0.00 (3.07)

Net Profit/[UossJ after Tax 229.01 293.41

Profit brought forward 481.45 252.16

Appropriations

Transferred to General Reserve 17.18 22.01

Proposed Dividend on Pref. Shares 36.00 36.00

Provision for Tax on dividend 6.12 6.12

Balance carried to Balance Sheet 651.17 481.45



OPERATIONS

During the year production was 20646 MT as compared to 19744 MT In previous year. The Gross business receipt of your Company during the year was Rs. 199.00 crore as compared to Rs. 181.83 Crores during the previous year representing a growth of 9.44%.

During the year, your Company has successful develop new products for export markets resulting into increase in exports and identified new destinations/buyers. Your Company has successfully made foot hold in footwear and upholstery market. Your Company has further increase the production capacity of knitted fabrics for irvnouse use as part of backward integration programme undertaking. Though company sales [Revenue from operations] improved by 9.4496 but overall profit declined. This was on account of higher interest cost, depreciation. Rupee depreciation loss and new product cost incurred during the year. The results of new development & expansions undertaken shall have complete effect in coming financial years. DIVIDEND

Board of Director of your Company has Recommended Preference Dividend on 18 % Cumulative Redeemable Preference Shares for the financial year 2013-14. However no dividend has been recommended for the equity shares as the company needs funds for the further expansion.

Preference dividend for the financial year 2012-13 was deposited in separate Bank Account of Union Bank of India and disbursed within the stipulated time. CONTRIBUTION TO NATIONAL EXCHEQUER

Your company has contributed a sum of Fte. 1371.59 Lakh, to the exchequer by way of Centra Excise Duty. Education Cess and Higher Secondary Education Cess in addition to contribution through other direct and indirect taxes.

DIRECTORS

As per the provisions of the Companies Act. 2013 and Articles of Association of the Company.

Mr. Pankai Chawla. Director of the Company retires by rotation and being eligible offer himself for re-appointment.

As per Section 149 and other and applicable provisions of the Companies Act. 2013. your Directors are seeking appointment of Dr. P. K. Bhardwaj. Mrs. Kirti Bhardwaj, and Mr. Pradeep Singh as Independent Directors for five consecutive years far a term up to 31 st March, 2019

Brief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the Certificate from Company''s auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company''s website vtfww.msrvelvinyls.com. The Directors and Senior Management personnel have affirmed their compliance with the code for the year ended 31 st March, 2014,

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding on the riate of the Balance Sheet.

POLLUTION CONTROL

The Company''s plants do not generate any effluent beyond permissible limits.

RESEARCH AND DEVELDPEMENT

With tf« continuing Research and Development activities, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving en import substitution and to improve and develop good export market.

AUDITORS:

STATUTORY AUDITORS

The Statutory Auditors, M/s. Shanti Prashad & Co., Chartered Accountants will retire at the Bnsuing Annual General Meeting and are eligible for re-appointment. M/s. Shanti Prashad & Co.. Chartered Accountants, have confirmed that their re-appointment, if made, shall be in accordance with the provisions of Section 139 and will satisfy the criteria as provided in Section 141 of the Companies Act, 2013.

The Board recommends their re-appointment as Statutory Auditors and to fix their remuneration for the financial year 2014-15.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to The Companies (Cost Audit Report] Rules, 2011, the Cost Audit Report for the financial year 2012-13 was filed on 14/01/2014 vide SRN No.S2899082B with the Ministry of Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under;

i] that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no materia! departures.

i] that we have selected such accounting policies and applied them consistantfy 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 loss of the Company for that period.

iii) that we 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.

iv] that we have prepared the annua! accounts on a going concern basis.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION AND REORESSAL] ACT, 2013

The Company has constituted an Internal Complaint Committee under Section A of the captioned Act. No complaint has been filled before the said committee till date.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217[2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules. 1975 are not applicable to the Company as there was no employee drawing remuneration ta the extent mentioned therein.

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

Information pursuant to Section 21 7[1 ] [a] of the Companies Act, 1956, read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules. 1988 is given in the Annexure to the Directors'' Report.

ACKNOWLEDGMENT

Your Directors would like to convey their deep appreciation for the co-operation received from employees, Company''s bankers. Customers and Government Authorities during the year under review. Directors also place on record their appreciation (or the confidence reposed by the shareholders.

for and on behalf of the Board

PLACE : New Delhi PAVAN CHAWLA DATE : 14.08.2014 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

Dear Shareholders,

The Directors of your Company have pleasure in presenting to you the Twenty Eight Annual Report on the business S. operations of the Company and Audited Statement of Accounts for the year ended 31st March 2013 along with the Auditor''s Report thereon.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2013 are as follows:

[Rs. in Lacs]

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operations 18,183.12 13,922.07

Profit before Depreciation & Finance Cost 1132.03 815.95

Finance Cost 512.83 358.50

Depreciation 194.69 186.09

Profit/[Loss] before Tax 424.51 271.36

Provision for Current Tax 100.00 35.00

Provision for Deferred Tax 34.16 54.73

Income tax Adjustment for Earlier Year [3.07] [0.93]

Net Profit/(Loss] after Tax 293.41 182.56

Profit brought forward 252.16 125.14

Appropriations

Transferred to General Reserve 22.01 13.69

Proposed Dividend on Pref. Shares 36.00 36.00

Provision for Tax on dividend 6.12 5.84

Balance carried to Balance Sheet 481.45 252.16



OPERATIONS

During the year production was 19744 MT as compared to 16215 MT in previous year. The Gross business receipt of your Company during the year was Rs. 181.54 crore as compared to Rs.139.13 Crores during the previous year representing a growth of 30.58%.

Five years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. Yet, the year 2012-2013 was successful for Your Company with the consistence good performance. Its market share and leadership has grown. The Company continued its higher growth levels, exceeded its financial targets, progressed on its non-financial objectives and, remained a dependable partner to all its stakeholders. The new product range introduced helped in increasing the market share. Further, innovations were encouraged, operating processes and existing product range were optimized. The marketing and distribution structure of your Company has expanded significantly both for domestic and overseas market.

Your Company Textile Unit went into production on full swing last year in November. Your company have developed new products for domestic as well as for exports market. Your company has entered into Footwear, Upholstery S. Fashion Garment Industry. Your company is also having plans to make in-roads into Defense business during this year. This year increase in volume shall mainly come from exports and open market operations.

DIVIDEND

Board of Director of your Company has Recommended Preference Dividend on 18% Cumulative Redeemable Preference Shares for the financial year 2012-13. However no dividend has been recommended for the equity shares.

Preference dividend for the financial year 2011-12 was deposited in separate Bank Account of Union Bank of India and disbursed within the stipulated time.

VARIATION IN RIGHTS OF PREFRENCE SHARE HOLDERS

During the year the rights of preference share holders varies as their term of redemption extended for further period of 4 years as per consent letter given by each of them.

CONTRIBUTION TO NATIONAL EXCHEQUER

Your company has contributed a sum of Rs. 1378.03 Lakh, to the exchequer by way of Central Excise Duty, Education Cess and Higher Secondary Education Cess in addition to contribution through other direct and indirect taxes.

DIRECTORS

In accordance with the provisions of Sections 255 & 256 of the Companies Act 1956 and Articles of Association of the company, Dr. P.K Bhardwaj Director of the Company, retires by rotation and being eligible offers herself for reappointment.

AUDITORS

The Statutory Auditors, M/s. Shanti Prashad & Co., Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and offer themselves for re-appointment as the Auditor of the company.

As required under Section 224 [1B] of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchange. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms the part of the annual report.

The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

RESEARCH AND DEVELOPEMENT

With the continuing Research and Development activities, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving an import substitution and to improve and develop good export market.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

[a] That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

[b] That 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 of the Company for that period;

[C] That the Directors had 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 the Directors had prepared the annual accounts on a going concern basis.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo and other particulars required under Section 21 7 [1 ][e] of The Companies Act, 1956 read with the Companies [Disclosure of Particulars in the report of the Board of Directors] Rules, 19BB is enclosed as Annexure ''A'' and forms part of this report.

EMPLOYEES RELATION

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels throughout the company.

PERSONNEL

None of the Employee of the Company has received remuneration above the limits as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Company''s Bankers, Union Bank of India, Dealers, Customers and its Business Associates for their valued support extended to the company.



for and on behalf of the Board



PLACE : New Delhi PAVAN CHAWLA

DATE : 14.08.2013 CHAIRMAN &

MANAGING DIRECTOR

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Mar 31, 2012

Dear Shareholders,

The Directors of your Company have pleasure in presenting to you the Twenty Seventh Annual Report on the business & operations of the Company and Audited Statement of Accounts for the year ended 31st March 2012 along with the Auditor's Report thereon.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2012 are as follows:

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 13,922.07 9671.41

Profit before Depreciation & Finance Cost 815.95 475.89

Finance Cost 358.50 194.39

Depreciation 186.09 131.13

Profit/(Loss) before Tax 271.36 150.37

Provision for Current Tax 35.00 52.00

Provision for Deferred Tax 54.73 (4.84)

Income tax Adjustment for Earlier Year (0.93) 0.11

Net Profit/(Loss) after Tax 182.56 103.10

Profit brought forward 125.14 71.75

Appropriations

Transferred to General Reserve 13.69 7.73

Proposed Dividend on Pref. Shares 36.00 36.00

Provision for Tax on dividend 5.84 5.99

Balance carried to Balance Sheet 252.16 125.14

OPERATIONS

During the year production was 16,215 MT as compared to 13,995 MT in previous year. The Revenue from Operations of the Company during the year was Rs. 13,922.07 Lacs as compared to Rs. 9671.41 Lacs during the previous year representing a growth of 43.95 %.

MODERNIZATION, BACKWARD INTEGRATION & EXPANSION PROGRAMME

During the year, company undertook Backward, Modernization & Expansion Programme and results of which started coming from last quarter. At present, the company have fully integrated set up consisting of five calendaring lines, five coating lines and Textile Division equipped with Circular Knitting Machines. Your Company has increased its installed capacity for transfer coated fabric to 12,00,000 linear meters per month.

The Company is further going for backward integration into manufacturing of non-woven fabric and increasing the capacity of Knitted Fabrics. This will ensure availability of good quality non-woven, which would support production of high quality products. Gradually, the company's product base is shifting towards Textiles as against Plastics.

MATERIAL CHANGES AND COMMITMENTS

The year under review was a difficult one both for the global & domestic economy, marked by uncertainties. Yet, the year 2011-12 was extraordinarily successful for Your Company with the best ever performance in the history of the company. The Company has nearly doubled its revenues over the last two years. Its market share and leadership has grown. The Company continued its higher growth levels, exceeded its financial targets, progressed on its non-financial objectives and, remained a dependable partner to all its stakeholders. The new product range introduced helped in increasing the market share. Further, innovations were encouraged, operating processes and existing product range were optimized. The marketing and distribution structure of your Company has expanded significantly both for domestic and overseas market.

The Company is convinced that in its industry, it is important to maintain long term investment plans irrespective of business cycles. The company has always done so and will continue to do so even if this translates into a drop in operating margins in the short term. The company's capital expenditure program relate primarily to the company's continued investments to expand the capacities and to further improve the cost structure and company's technical/product development capabilities.

Your Company is confident of weathering the ongoing challenges successfully and stands firm in its commitment of ensuring that it continues to efficiently implement all strategic imperatives and the rigueur action plans to further strengthen its performance. It will, simultaneously chart a steady and secure growth trajectory with judicious prioritization of resources in order to sustain and enhance its leadership position in the industry.

RESERVES

Board of Directors of your Company has transferred Rs. 13.69 Lacs towards General Reserve in compliance with relevant provisions of the Companies Act, 1956.

DIVIDEND

Board of Directors of your Company has Recommended Preference Dividend on 18% Cumulative Redeemable Preference Shares for the financial year 2011-12. However no dividend has been recommended for the equity shares.

CONTRIBUTION TO NATIONAL EXCHEQUER

Your company has contributed a sum of Rs. 889.24 Lakh, to the exchequer by way of Central Excise Duty, Education Cess and Higher Secondary Education Cess in addition to contribution through other direct and indirect taxes.

DIRECTORS

In accordance with the provisions of Sections 255 & 256 of the Companies Act 1956 and Articles of Association of the company, Mr. Pradeep Singh, Director of the Company, retires by rotation and being eligible offers himself for reappointment.

AUDITORS

The Statutory Auditors, M/s. Shanti Prashad & Co., Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and offer themselves for re-appointment as the Auditor of the company.

As required under Section 224 (1B) of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchange. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the Annual Report.

The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

RESEARCH AND DEVELOPMENT

With the continuing Research and Development activities, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving an import substitution and to improve and develop good export market.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

(a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(b) That 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 of the Company for that period;

(c) That the Directors had 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 the Directors had prepared the annual accounts on a going concern basis.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo and other particulars required under Section 217 (1) (e) of The Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is enclosed as Annexure 'A' and forms part of this report.

EMPLOYEES RELATION

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels throughout the company.

PERSONNEL

None of the Employee of the Company has received remuneration above the limits as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Company's Bankers, Dealers, Customers, Business Associates and other stakeholders for their valued support & co-operation

For and on behalf of the Board

PAVAN CHAWLA CHAIRMAN & MANAGING DIRECTOR

PLACE : New Delhi

DATE : 28.08.2012

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Mar 31, 2011

Dear Shareholders,

The Directors of your Company have pleasure in presenting to you the Twenty Sixth Annual Report on the business & operations of the Company and Audited Statement of Accounts for the year ended 31st March 2011 along with the Auditor's Report thereon.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2011 are as follows:

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Gross Sales 9570.32 7852.38

Profit before Depreciation & Interest 422.77 376.25

Interest 141.27 97.66

Depreciation 131.13 124.69

Profit/(Loss) before Tax 150.37 153.90

Provision and Adjustment for Tax 52.00 57.00

Provision for Deferred Tax (4.84) 6.54

Income tax Adjustment for Earlier Year 0.11 -

Net Profit/(Loss) after Tax 103.10 90.36

Profit brought forward 71.75 30.31

Appropriations

Transferred to General Reserve 7.73 6.80

Proposed Dividend on Pref. Shares 36.00 36.00

Provision for Tax on dividend 5.99 6.12

Balance carried to Balance Sheet 125.14 71.75

OPERATIONS

During the year production was 13995 MT as compared to 12708 MT in previous year. The Gross turnover of the Company during the year was Rs. 9570.32 Lacs as compared to Rs. 7852.38 Lacs during the previous year representing a growth of 21.88%.

Your Company has achieved reasonable growth in its operations through motivated management team, aggressive marketing initiatives, better operating & financial efficiencies, Cost management and better production efficiencies.

MODERNIZATION, BACKWARD INTEGRATION & EXPANSION PROGRAMME

Your company successfully undertook Modernization & Backward Integration Programme at existing Plants. The company is in process of creating additional production facilities at Malanpur to produce specialty Coated Fabric i.e. Artificial / Synthetic Leather. The Plant is under commissioning and your company is all set to generate major revenue from the activity in days to come.

MATERIAL CHANGES AND COMMITMENTS

The artificial leather & synthetic leather industry has a broad market prospect. Today, the leather alternative market in India and abroad is witnessing good growth and the demand is expected to further intensify in the future. In the next few years, the industry is expected to boom, thanks to better technology, animal cruelty, pollution etc. In comparison to the demand, the current supply of synthetic leather lags behind, both in domestic and foreign market.

The synthetic leather industry is now on a high growth trajectory. One of the reasons for this is the high-pitched campaign against cruelty meted out to animals in the leather industry. This has resulted in growing awareness for an alternative to leather. The level of pollution (both air and water) created by tanneries has also led to an increase in the popularity of alternative leather. Besides this, a huge demand-supply gap exists in the natural leather industry. This, coupled with the high price of leather, has also been a boon in disguise for the industry. On its part, synthetic leather is cheaper and has a lower manufacturing cost.

Earlier inferior technology was one factor holding back the growth of the artificial leather industry. However, with technological advancements, synthetic leather being produced now is much smoother, looks similar and feels like leather. The fabric is versatile and is fast replacing leather in a number of industries.

During the FY11, the Company has upgraded its production lines at Sahibabad & Malanpur Plant. The commissioning of third Plant consisting of the state-of-art two coating lines at Malanpur is in progress with the capacity of 50 lacs (approx.) linear meters per annum. The plant is expected to go for commercial production in this calendar year.

For Indian synthetic leather industry, the Financial Year 2010-2011 (FY11) was a year full of opportunities as well as challenges. The domestic automobile sector, especially the passenger vehicles, continues to grow very strongly. The strong auto sales growth continues to drive your company's sales growth. In automotive OEM space, your company supplies to companies like Maruti, Hero Honda, Eicher Motors, M&M, Tata Motors, Ashok Leyland, Bajaj Motors, Swaraj Mazda, etc. Auto replacement market is another significant market segment for the Company. Unlike cyclicality of auto OEM market, the replacement market is a stable market and displays characteristics of a consumer market. The strong auto sales performance will also act as an engine for your company's growth.

Your company after capturing automobile sector is now all set to make in-roads into footwear, upholstery and garment industry. Footwear is a large industry and continues to witness significant growth year after year. With ever increasing number of premium brands in footwear, demand for premium synthetic leather is rising faster. The whole gamut of fashion products including garments, bags and furnishings shall not only drive growth but also facilitating margin expansion, as these products require more customization and better quality.

The year ahead will continue to be characterised by a myriad of challenges ensconced in the Government's intentions to balance rapid economic growth and inflation concerns. The industry, needless to say, cannot be completely immune to the repercussions of such developments.

Your Company is confident of weathering the ongoing challenges successfully and stands firm in its commitment of ensuring that it continues to efficiently implement all strategic imperatives and de rigueur action plans to further strengthen its performance. It will, simultaneously chart a steady and secure growth trajectory with judicious prioritization of resources in order to sustain and enhance its leadership position in the industry.

DIVIDEND

Board of Director of your Company has Recommended Preference Dividend on 18% Cumulative Redeemable Preference Shares for the financial year 2010-11. However no dividend has been recommended for the equity shares. Preference dividend for the financial year 2009-10 was deposited in separate Bank Account No.:- 497801090050001 of Union Bank of India and disbursed within the stipulated time.

CONTRIBUTION TO NATIONAL EXCHEQUER

Your company has contributed a sum of Rs. 696.66 Lakh, to the exchequer by way of Central Excise Duty, Education Cess and Higher Secondary Education Cess in addition to contribution through other direct and indirect taxes.

DIRECTORS

In accordance with the provisions of Sections 255 & 256 of the Companies Act 1956 and Articles of Association of the company, Mrs. Kirti Bhardwaj, Director of the Company, retires by rotation and being eligible offers herself for reappointment.

AUDITORS

The Statutory Auditors, M/s. Shanti Prashad & Co., Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and offer themselves for re-appointment as the Auditor of the company.

As required under Section 224 (1B) of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchange. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms the part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

IN- PRINCIPAL APPROVAL OF REVOCATION OF SUSPENSION OF SCRIP

Company has approached Bombay Stock Exchange for revocation of suspension of Scrip and the Bombay Stock Exchange has granted In-principal approval for revocation of suspension of scrip. It stipulates certain conditions to be complied with by the Company to effect revocation of suspension of Scrip. Your Company is in process of complying with the requirement of Bombay Stock Exchange.

RESEARCH AND DEVELOPEMENT

With the continuing Research and Development activities, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving an import substitution and to improve and develop good export market.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

(a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(b) That 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 of the Company for that period;

(c) That the Directors had 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 the Directors had prepared the annual accounts on a going concern basis.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo and other particulars required under Section 217 (1)(e) of The Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is enclosed as Annexure 'A' and forms part of this report.

EMPLOYEES RELATION

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels throughout the company.

PERSONNEL

None of the Employee of the Company has received remuneration above the limits as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Company's Bankers, Union Bank of India, Dealers, Customers and its Business Associates for their valued support extended to the company.

for and on behalf of the Board

PAVAN KUMAR CHAWLA

CHAIRMAN & MANAGING DIRECTOR

PLACE : New Delhi DATE : 26.08.2011

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Mar 31, 2010

The Directors of your Company have pleasure in presenting to you the Twenty Fifth Annual Report on the business & operations of the Company and Audited Statement of Accounts for the year ended 31st March 2010 along with the Auditors Report thereon.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2010 are as follows:



(Rs. in Lakh)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Gross Sales 7852.38 7336.90

Profit before Depreciation & Interest 376.25 308.26

Interest 97.66 120.80

Depreciation 124.69 128.31

Profit/(Loss) before Tax 153.90 59.16

Provision and Adjustment for Tax 57.00 37.50

Provision for Deferred Tax 6.54 (15.62)

Net Profit/(Loss) after Tax 90.36 37.28

Profit brought forward 30.31 39.66

Appropriations

Transferred to General Reserve 6.80 4.52

Proposed Dividend on Pref. Shares 36.00 36.00

Provision for Tax on dividend 6.12 6.12

Balance carried to Balance Sheet 71.75 30.31





OPERATIONS

During the year production was 12708 MT as compared to 10951 MT in previous year. The Gross turnover of the Company during the year was Rs. 7852.38 Lacs as compared to Rs. 7336.90 Lacs during the previous year representing a growth of 7.03%.

Your Company has achieved reasonable growth in its operations through motivated management team, aggressive marketing initiatives, better operating & financial efficiencies, Cost management and better production efficiencies.

DIVIDEND

Board of Director of your Company has Recommended Preference Dividend on 18% Cumulative Redeemable Preference Shares for the financial year 2009-10. However no dividend has been recommended for the equity shares.

Preference dividend for the financial year 2008-09 was deposited in separate bank account No;- 101-917957 of Union Bank of India and disbursed within the stipulated time.

CONTRIBUTION TO NATIONAL EXCHEQUER

Your company has contributed a sum of Rs. 478.08 Lakh, to the exchequer by way of Central Excise Duty, Education Cess and Higher Secondary Education Cess in addition to contribution through other direct and indirect taxes.

DIRECTORS

In accordance with the provisions of Sections 255 & 256 of the Companies Act 1956 and Articles of Association of the company, Dr. P. K. Bhardwaj, Director of the Company, retires by rotation and being eligible offers himself for reappointment.

AUDITORS

The Statutory Auditors, M/s. Shanti Prashad & Co., Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and offer themselves for re-appointment as the Auditor of the company.

As required under Section 224 (1B) of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their appointment, if made, would be in conformity with the limits prescribed in the said section.

IN- PRINCIPAL APPROVAL OF REVOCATION OF SUSPENSION OF SCRIP

Company has approached Bombay Stock Exchange for revocation of suspension of Scrip and the Bombay Stock Exchange has granted In-principal approval for revocation of suspension of scrip. It stipulates certain conditions to be complied with by the Company to effect revocation of suspension of Scip. Our Company is in process of complying with the requirement of Bombay Stock Exchange.

TRIPARTITE AGREEMENT AND ISIN NO.

One of the conditions of the Bombay Stock Exchange for revocation of suspension of Scrip was that the Company should enter into tripartite agreement with at least one of the depositories. Similarly Our Company has entered into Tripartite Agreement with National Securities Depository Limited and ISIN No of Equity Shares of our Company is INE345L01018.

RESEARCH AND DEVELOPEMENT

With the continuing Research and Development activities, the company endeavors to improve and maintain its technical superiority and quality of its products. One of the objectives of the company is to manufacture products giving an import substitution and to improve and develop good export market.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

(a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(b) That 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 of the Company for that period;

(c) That the Directors had 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 the Directors had prepared the annual accounts on a going concern basis.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo and other particulars required under Section 217 (1)(e) of The Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is enclosed as Annexure A and forms part of this report.

EMPLOYEES RELATION

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels throughout the company.

PERSONNEL

None of the Employee of the Company has received remuneration above the limits as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Companys Bankers, Union Bank of India, Dealers, Customers and its Business Associates for their valued support extended to the company.





for and on behalf of the Board

PLACE - New Delhi PAVAN CHAWLA

DATE - 25.08.2010 CHAIRMAN & MANAGING DIRECTOR