డైరెక్టర్ల నివేదిక Mihijam Vanaspathi Ltd.

Mar 31, 2009

The Directors have pleasure in presenting Twentieth Annual Report together with the Audited Accounts of the company for the year ended 31st March 2009.

(Rs. In lacs)

FINANCIAL RESULTS 2008-09 2007-08

Sales and Other Income 6755.48 6842.76

Profit before Interest and Depreciation 252.30 188.21

Profit before Depreciation 61.33 58.23

Profit/Loss before Tax 21.46 15.92

Provision/Payment of I. Tax 10.46 6.32

CORPORATE OVERVIEW

The turnover of the company during the year under review, due to turbulent market conditions has fallen marginally to Rs. 6755.48 lacs from Rs. 6842.76 lacs in the immediately preceding year inspite pf turbulent market conditions. The profit before tax of your company also improved from Rs. 15.92 lacs in the FY 2007- 08 to Rs, 21.46 lacs in the FY 2008-09. The current profitability could be achieved due to continued intense monitoring over costs. Your company is further taking every possible effort to preserve the financial health of the company and all round containment of costs including focusing on the products on which the margins are better

In order to conserve the resources for further restructurings, your Company does not recommend any dividend for the year under review.

RESEARCH & DEVELOPMENT

Your company continued to adopt innovative measures in consultation with industry experts and other allies on regular basis to provide superior quality products at reduced cost to its customers and bring in better efficiencies at its Plants.

RURAL AND SOCIAL DEVELOPMENT SERVICE

In continuity to its belief in qualitative improvement of community in surrounding tribal areas, your company continued to support different social development programmes held for masses.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are attached to this report and made a part of the Annual Report.

DIRECTORS

Sri Vijoy Prakash and Sri Rajesh Agarwal will retire by rotation at the ensuing Annual General Meeting being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 2 I 7 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief, confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii) The Company has selected such accounting policies, applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

iii) The Directors 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) The Company has prepared the attached annual Statement of Accounts for the year ended 31st March.2009 on a going concern basis.

AUDITORS

M/s. M. Goenka & Associates, Chartered Accountants, Statutory Auditors, will retire as Auditors of the company at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

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

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employees qualify for such disclosure.

Particulars in regard to Conservation of Energy, Technology Absorption, etc. required under the Companies (Disclosure of particulars of the Report of Board of Directors) Rules, 1988 are set out in a separate statement attached to this report and forms part of it.

During the year under review, there were no foreign exchange earnings and outgoings.

APPRECIATION

The Board wishes to place on record their appreciation for the sincere services and hard work put in by the employees at all levels. Industrial relations were cordial during the year under review. Your Directors further extend their sincere appreciation to the Central and State Governments, to Commercial Banks and its Customers and business associates for their continued co-operation and patronage and faith reposed in the Company and its management.

Place: Mihijjam

Date: 25th July 2009 On behalf of the Board of Directors

(Rajesh Agarwal) (Arup Roy) Director Director