Directors Report of Chase Bright Steel Ltd.

Mar 31, 2024

Your Directors have pleasure in submitting their Sixty Fourth Annual Report and
Statement of Accounts for the year ended 31^st March, 2024.

Financial Summary of the Company

The Company''s financial performance for the year ended March 31, 2024 is summarised
below.

Particular	2023-24 (?)	2022-23 (?)
Profit / (Loss) for the year before tax	52,91,000	(2,71,73,776)
Less: Provision for taxes	-	-
Less: Income Tax Adjustments	-	-
Less: Deferred tax / (Assets) (net)	-	-
Add: Income Tax Refund	-	-
Profit/(Loss) for the year after tax	52,91,000	(2,71,73,776)

Brief Description of the company''s working

The company has stopped its manufacturing activities and now focusing on exporting its
products under its brand name by getting it manufacture in other units. Also the company
is focusing on trading and exporting other steel items as well.

At present the Company does not have any manufacturing facility of its own and most of
the workers / staff of the Company have left the employment. These conditions indicate
the existence of material uncertainty about the Company''s ability to continue as a going
concern, which is dependent on the Company establishing profitable operations and
sustainable cash flows. The Management is in the process of further rationalizing the
expenses, continuously reducing its liabilities and also considering the measures to
generate additional revenue apart from revenue generated during the year. Accordingly,
the Company continues to prepare its accounts on a "Going Concern" basis. The Auditors
in their audit report for the year ended 31st March, 2024 have also given Emphasis of
Matter on the same.

Shifting of Registered Office of the Company

The Company has shifted its Registered Office from R-237, TTC Industrial Area (MIDC),
Rabale, Navi Mumbai 400701 to D-115, Steel Chamber, Plot No. 514, Steel Market Complex,
Kalamboli - 410218, Maharashtra, India with effect from 1st October, 2023.

Dividend

The Directors do not recommend any dividend for the year in the absence of eligible profit
required for distribution in terms of provisions of Section 123 of the Companies Act, 2013.

Transfer to Reserves

In view of past losses incurred by the Company during the year, no amount has been
transferred to the General Reserve.

Presentation of Financial Statements:

The financial statements for the year ended 31st March, 2024 are prepared in due
compliance of the Schedule III of the Companies Act, 2013.

Cash Flow Statement:

A Cash Flow Statement for the year 2023-24 is included in the annexed Statement of
Accounts.

Extract of the Annual Return

Pursuant to the provisions of Section 92 (3) and Section 134(3)(a) of the Act, and the
Companies (Management and Administration) Rules, 2014, the Annual Return in the
Form MGT-7 can be accessed on the website of the Company i.e.
www.chasebrightsteel.com.

Public Deposits

The Company had no unpaid /unclaimed deposits as on 31st March, 2024. It has not
accepted any fixed deposits during the year.

Auditor & Audit Report
Statutory Auditors

The Statutory Auditors of the Company M/s Mahendra Kumbhat & Associates Chartered
Accountants have completed their five year term in this 64^th Annual General Meeting.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory
and do not call for any further comments. The Auditors Report does not contain any
qualification, reservation or adverse remark.

No frauds were reported by auditors under Section 143 (12) of the Companies Act, 2013.

The Company has appointed the new Statutory Auditors M/s. A S K A & CO, Chartered
Accountants, (Firm Registration No. 122063W) for a period of five consecutive years,
from the conclusion of this AGM till the conclusion of 69^th Annual General Meeting.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost
Records and Audit) Rules, 2014 the company were not covered for the cost audit and
consequently the company had not appointed Cost Auditor for the financial year 2023-24.

Secretarial Audit

In accordance with the provision of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed M/s Leena Agrawal & Co., Practising Company Secretaries
(Mem No. 9096, CP No. 9209), Mumbai, to undertake the Secretarial Audit of the
company. The Secretarial Audit report for the year 2023-24 in the prescribed form MR-3
is annexed herewith as ''Annexure-II'' The report does contain any qualification.

Further, as stipulated pursuant to SEBI Circular dated 8 February 2019, annual secretarial
compliance report of Leena Agrawal, confirming compliance by company of all
applicable SEBI Regulations/Circulars/Guidelines during the financial year ended 31
March 2024, is being submitted to stock exchanges. There are no observations,
reservations or qualifications in the said report.

Details of Subsidiary / Joint Ventures / Associates

The Company does not have any subsidiary/ Joint Venture or Associate and hence no
disclosure is applicable.

Significant and Material Orders passed by the Regulators or Courts

No material orders were passed by any Regulators or Courts or Tribunals during the
financial year under review impacting the going concern status of the company''s
operations.

Internal Financial Controls

The company has in place adequate internal financial controls along with periodical
internal review of operational effectiveness and substance which are commensurate with
the nature of its business and the size and complexity of its operations. The Internal
financial controls were tested and no reportable material weakness in the design-or
operation was observed.

Share Capital

The paid up Equity Share Capital as at March 31, 2024 stood at ? 1,67,50,000/- During the
year under review, the company has not issued shares with differential voting rights and
has not granted any stock option or sweat equity.

Corporate Governance Report

The Company is falling under criteria 1.a. of the SEBI Circular CIR/CFD/POLICY
CELL/7/2014 dated 15^th September 2014, and its paid-up capital is much below Rs. 10
crores and its net worth is also much below Rs. 25 crores and hence Corporate
Governance report is not applicable to the Company.

Details on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014

Conservation of energy	During the year under review, the company maintained power factor to unit throughout the year resulting in getting maximum rebate in electricity bills.
Technology absorption	No expenditure is incurred by the Company attributable to Technology absorption during the year.
Expenditure on Research & Development	No expenditure is incurred by the Company attributable to Research & Development during the year.
Foreign exchange earnings and Outgo	During the year under review FOB value of export to manufactured goods ? Nil lacs.

Particulars of Contracts or arrangements with Related Parties:

All contracts/ arrangements/ transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm''s length
basis. During the year, the company had not entered in to any contract/ arrangement/
transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to ''Note No. 27 Part m'' to the financial
statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealings with related party
transactions as approved by the Board may be accessed on the Company''s website.

Particulars of Loans, Guarantees or Investments by Company

There were no loans or guarantees given or investments made by your company during
the financial year 2023-24.

Number of Meetings of the Board

The Board met 4 times during the financial year 2023-24 on 29.05.2023, 12.08.2023,
10.11.2023 and 13.02.2024. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

Details of Directors and Key Managerial Personnel who were appointed and resigned
during the year

There are no changes in Directors or KMPs during the year upto 31st March, 2024.

However the Company has appointed Mrs Nidhi Kothari as the Company Secretary &
Compliance Officer w.e.f. 13^th August 2024.

As required by sub-section (5) of Section 134 of the Companies Act, 2013, the Directors
state that-

a) In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and
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 March 31, 2024 and of the
profit of the Company for the year ended as on that date;

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

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

f) The Directors have devised proper systems to ensure compliance with all applicable
laws and that such systems are adequate and operating effectively.

Directors

Statement on Declaration given by Independent Directors:

All the Independent Directors have submitted declarations to the company to the effect
that they meet the criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulation.

The Company has also devised a Policy on Familiarization Program for Independent
Directors which aims to familiarize the Independent Directors with the Company, nature
of the industry in which the Company operates, business operations of the Company etc.
The said Policy may be accessed on the Company''s website at the
www.chasebrightsteel.com

Policy on Directors appointment and Remuneration Policy.

The Board on recommendation of Nomination & Remuneration Committee has framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration. The Policy is also available on the website of Company i.e.
www.chasebright.com

Board evaluation

Annual evaluation of the Board, Committees and individual Directors Pursuant to the
provisions of the Companies Act, 2013 and Regulation 25 (4) of the listing Regulations,
the Board of Directors has approved the criteria for performance evaluation of all

Directors, the Committees of Directors and the Board as a whole, on the Recommendation
of the Nomination and Remuneration Committee of the Company. An annual
performance evaluation of all Directors, the Committee of Directors and the Board as a
whole was carried out during year. For the purpose of carrying out performance
evaluation, assessment questionnaires were circulated to all Directors and their feedback
was obtained and recorded.

Committees of the Board

The Board of Directors have constituted following committees in order to effectively cater
its duties towards diversified role under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:

¦ Audit Committee;

¦ Nomination and Remuneration Committee;

¦ Share Transfer Committee;

¦ Stakeholder Relationship Committee

Employee Strength

The total number of employees on the rolls of the company was 2 (which includes 0
Workers, 2 Staff), and 1 Chairman & Managing Director as on March 31, 2024.

Industrial Relations

Industrial relations at the Company''s plants continue to be cordial.

Ratio of the Remuneration of each Director to the Median Employees Remuneration
(Section 197 (12)

Details pertaining to remuneration as required under section 197 (12) of the Companies
Act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of
managerial personnel) rules, 2014 are provided in ''Annexure-III'' to the Board''s Report.

Disclosure as per the Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act, 2013

The Company has always believed in a policy against sexual harassment which has also
found its place in the governing Code of Conduct and Ethics applicable to its employees
which includes a mechanism to redress such complaints. During the year under review
there were no complaints of sexual harassment at any of the units.

Vigil Mechanism /Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors, Employees and its stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or
Ethics Policy. The policy provides for adequate safeguard against victimisation of the
employees who avail the mechanism and also provides for direct access to the chairman
of the Audit Committee. It is affirmed that no personnel of the Company has been denied
access to the Audit Committee. The Whistle Blower Policy is posted on the website of the
Company at the www.chasebrightsteel.com

Particulars of Employees and Related Disclosures

There were no employees drawing remuneration during the year under review in excess
of the limits laid down under Section 197 (12) of the Act, read with rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Standards of ICSI

The Secretarial Standards issued by the ICSI on Meeting of Board of Directors SS-1 and
General Meeting SS-2 are being complied by the Company.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co¬
operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish
to place on record their deep sense of appreciation for the committed services by the
Company''s executives, staff and workers.

For and on behalf of the Board of Directors
Chase Bright Steel Limited
Sd/-

Avinash Jajodia

Date: 13^th August, 2024 (DIN: 00074886)

Place: Mumbai Chairman & Managing Director

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Mar 31, 2014

The Members,

The directors have pleasure in presenting the 54th Annual Report on the business and operations of your company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Your Company''s performance for the financial year ending 31st March 2014 is stated below:

Particular For the year For the year ended on ended on March 31, 2014 March 31, 2013

Profit / (Loss) before tax (59,84,313) 70,87,667

Less: Provision for tax — 22,75,000

Less: Deferred Tax Assets / (Liabilities) 16,78,293 (54,947)

Net profit/ (Loss) for the year after tax (43,06,020) 47,57,720

Less: Losses brought down from earlier year (10,21,357) (57,79,077)

Balance Losses carried to Balance Sheet (53,27,377) (10,21,357)

2. WORKING

The company''s working suffered a setback because of the introduction of the Local Body Tax on Incoming material in Navi Mumbai from April 2013.

The high dependency on the Automobile sector also added to the depressed working because of severe recession in the auto sector and delayed payments.

The company is now shifting its focus on tapping new sectors and also adding new machinery for making value added products.

The current year also does not look very encouraging however the management is making earnest efforts by tapping new markets and new products.

3. DIRECTORS

Mr. Hemant Murarka who was an appointed as an Independent additional director of the company effective from May 30, 2014 and holds office upto the forthcoming AGM. He is proposed to be reappointed as an independent director upto May 29, 2019.

As per the provisions of section 149 and other applicable provisions if any of the Companies Act 2013, Mr. N. G. Khaitan, Mr. PL. Dabral and Mr. K. S. shikari are proposed to be appointed as an independent director of the company for a period of 5 consecutive years commencing from 30th September, 2014. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as independent directors and are independent of the management.

Mrs. Manju Devi Jajodia is due for retirement by rotation and is eligible for re-appointment.

Mr. Avinash Jajodia was reappointed as Chairman and Managing Director Your approval for their appointments as Directors have been sought in the Notice convening the Annual General Meeting of the Company

4. PARTICULARS OF EMPLOYEE

During the year under review the Company had no employees whose particulars are required to be mentioned pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the rules there under.

5. AUDIT OBSERVATION

As regards observation of the Auditors, attention is drawn towards the Notes on accounts to the Annual Accounts which is self-explanatory.

6. AUDITORS

M/s. A. J. Mehta & Associates, Chartered Accountants, the present auditors retire at the conclusion of the ensuing Annual General Meeting and have express their unwillingness to be re-appointed for a further term. A notice has been received from a shareholder pursuant to section 140, read with section 115 of the Companies Act, 2013, proposing a resolution for appointment of M/s. Mahendra Kumbhat & Associates, Chartered Accountants as auditors of the company. The subject resolution is appearing as item No. 3 of the notice convening the Annual General Meeting which forms part of this Annual Report. M/s. Mahendra Kumbhat & Associates, Chartered Accountants have also given their consent to act as auditors, if appointed and confirmed that the appointment , if made, would be in compliance of section 141 of the Companies Act, 2013, read with the Companies (Audit & Auditors) Rules, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due enquiry and on the basis of the information from the operating management and relying upon the report of the Auditors, regarding compliance with Accounting Standards, the Directors confirm that;

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

b. the accounting policies have been consistently applied and are reasonable and prudent judgments and estimates have been made 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 year.

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS

As required under 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant information is given below;

CONSERVATION OF ENERGY

The Company''s operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development Programme.

FOREIGN EXCHANGE EARINGS/OUTGOINGS.

Foreign Exchange earning through Export aggregate to Rs. 288.88 lakhs (Previous Year Rs. 576.83 lakhs). Particulars of foreign Exchange earned and utilized during the year is given in notes of the account.

9. LISTING AGREEMENT COMPLIANCE

The Company''s securities is listed at The Stock Exchange, Mumbai. The outstanding listing fee payable to the stock exchanges as on March 31,2014 Rs. Nil.

10. COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, Certificate from a Practising Company Secretary, is enclosed certifying that all secretarial compliance in respect of the Company for the year ended March 31,2014 have been complied with the Marked as Annexure - A''

11. ACKNOWLEDGEMENT

Your Directors would like to place on record the sincere thanks for the valuable assistance and co-operation received from various agencies of the Government as well as from the Company''s Bankers, Shareholders and other business associates. Your directors also wish to place on record their appreciation for the committed services of all the employees of the company.

For & On behalf of the Board

Avinash Jajodia

Chairman & Managing Director

Place : Mumbai Date : 9th August, 2014

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 51 st Annual Report on the business and operations of your company together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2011.

1. FINANCIAL RESULTS

Your Company's performance for the financial year ending 31 st March 2011 is stated below:

particular For the year For the year ended on ended on March 31,2011 March 31,2010 Rs. Rs.

Profit before tax 72,78,628 46,13,307

Less: Provision for tax and FBT 34,00,000 16,25,000

Less: Deferred Tax (4,76,524) 4,52,626

Add: Excess Provision for I.T. - 4,09,040 written back

Less: Prior Period Adjustment (3,84,171) (2,94,498) - Debit (net)

Net profit for the year after tax 39,70,981 26,50,224

Less: Losses brought down from earlier (1,67,28,673) (1,93,78,876) year

Balance Losses carried to Balance Sheet (1,27,57,692) (1,67,28,673)

2. WORKING

The company's working results have been as expected encouraging. Turnover and profits have been higher. Howeverthe margins on company's product continue to be under pressure. Efforts in the export markets have resulted in increased volume of exports and the company established their product name in new markets.

The current year is expected to maintain the growth rate as per previous year.

3. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri. P. L. Dabral retires by rotation, and offers himself for re-appointment.

None of the directors are disqualified from being appointed or from holding office as Directors, as stipulated under section 274 of the Companies Act, 1956.

During the year Shri. 0 V Kuruvilla resigned from the Board of Directors w.e.f. 30th April 2011. Shri. K. S. Shikari has been appointed as additional director of the company w.e.f. 6th August, 2011.

4. PARTICULARS OF EMPLOYEES

During the year under review the Company had no employee whose particulars are required to be mentioned pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the rules there under.

5. AUDIT OBSERVATION

As regards observation of the Auditors, attention is drawn towards the Schedule 19 & 20 Notes on accounts to the Annual Accounts which is self-explanatory.

6. AUDITORS

M/s. A. J. Mehta & Associates, Chartered Accountants, present auditors of the Company retire at the forth coming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Members are requested to appoint them as Auditors.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due enquiry and on the basis of the information from the operating management and relying upon the report of the Auditors, regarding compliance with Accounting Standards, the Directors confirm that;

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

b. the accounting policies have been consistently applied and are reasonable and prudent judgments and estimates have been made 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 year.

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS

As required under 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant information is given below;

CONSERVATION OF ENERGY

The Company's operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development Programme.

FOREIGN EXCHANGE EARINGS/OUTGOINGS.

Foreign Exchange earning through Export aggregate to 878.41 lacs (Previous Year 200.92 lacs). Particulars of foreign Exchange earned and utilized during the year is given in Schedule "20" of the account.

9. LISTING AGREEMENT COMPLIANCE

The Company's securities is listed at The Stock Exchange, Mumbai. The outstanding listing fee payable to the stock exchanges as on March 31, 2011 Rs. Nil.

10. COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, Certificate from a Practising Company Secretary, is enclosed certifying that all secretarial compliance in respect of the Company for the year ended March 31, 2011 have been complied with the Marked as Annexure - 'A'

11. ACKNOWLEDGEMENT

Your Directors would like to place on record the sincere thanks for the valuable assistance and co-operation received from various agencies of the Government as well as from the Company's Bankers, Shareholders and other business associates. Your directors also wish to place on record their appreciation for the committed services of all the employees of the company.

For & On behalf of the Board

Alok Jajodia Chairman

Place. Mumbai Date : 6th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 50th Annual Report on the business and operations Of your company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Your Companys performance for the financial year ending 31 st March 2010 is stated below:

Particular For the year For the year

ended on ended on

March 31,2010 March 31,2009

Profit before tax 46,13,307 46,02,124

Less: Provision fortax and FBT 16,25,000 23,10,000

Less: Deferred Tax 4,52,626 (19,50,622)

Add: Excess Provision for I.T. written back 4,09,040 15,00,000

Less: Prior Period Adjustment- Debit (net) (2,94,498) (1,50,843)

Net profit for the year after tax 26,50,223 55,91,903

Less: Losses brought down from earlier year (1,93,78,896) (2,49,70,799)

Balance Losses carried to Balance Sheet (1,67,28,673) (1,93,78,896)



2. WORKING

The companys working result is not as per expectations. This is mainly due to severe pressure on the margins of companys products. Raw material prices continued to rise without any corresponding increase in the selling price of the finished products.

The company has been able to enter into new markets for exports but the prices are not remunerative. Even then efforts to establish companys brand image continues and shall be beneficial in the long run.

The current years working is expected to be encouraging.

3. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri N. G. Khaitan and Smt Manju Devi Jajodia retire by rotation, and offer themselves for re-appointment.

None of the Directors are disqualified from being appointed or from holding office as Directors, as stipulated under section 274 of the Companies Act, 1956.

4. PARTICULARS OF EMPLOYEES

During the year under review the Company had no employee whose particulars are required to be mentioned pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the rules there under.

5. AUDIT OBSERVATION

As regards observation of the Auditors, attention is drawn towards the Schedule 19 & 20 Notes on accounts to the Annual Accounts which is self-explanatory.

6. AUDITORS

M/s. A. J. Mehta & Associates, Chartered Accountants, present auditors of the Company retire at the forth coming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Members are requested to appoint them as Auditors.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due enquiry and on the basis of the information from the operating management and relying upon the report of the Auditors, regarding compliance with Accounting Standards, the Directors confirm that;

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with appropriate explanations relating to material departures.

b. the accounting policies have been consistently applied and are reasonable and prudent judgments and estimates have been made 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 year.

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS

As required under 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 the relevant information is given below;

CONSERVATION OF ENERGY

The Companys operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development Programme.

FOREIGN EXCHANGE EARINGS/OUTGOINGS.

Foreign Exchange earning through Export aggregate to 200.92 lacs (Previous Year 380.90 lacs). Particulars of foreign Exchange earned and utilized during the year is given in Schedule "20" of the account.

9. LISTING AGREEMENT COMPLIANCE

The Companys securities is listed at The Bombay Stock Exchange Ltd., Mumbai. The outstanding listing fee payable to the stock exchanges as on March 31,2010 was 7 Nil.

10. COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, Certificate from a Practising Company Secretary, is enclosed certifying that all secretarial compliance in respect of the Company for the year ended March 31, 2010 have been complied with and Marked as Annexure - A

11. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere thanks for the valuable assistance and co-operation received from various agencies of the Government as well as from the Companys Bankers, Shareholders and other business associates. Your directors also wish to place on record their appreciation for the committed services of all the employees of the company.

For & On behalf of the Board

Alok Jajodia

Chairman

Place: Mumbai Date: 31 st July, 2010