Blossom Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

The Members,

BLOSSOM INDUSTRIES LIMITED

The Directors have pleasure in presenting the Twenty-fifth Annual Report of the Company and the Audited Statement of Accounts for the year ended March 31, 2014.

1.0 FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2013-14 2012-13

Sales & Other Income 18425.22 18363.65

Profit before Finance cost and Depreciation 1643.36 2145.95

Less:

(1) Depreciation 816.15 1076.46

(2) Finance Costs 280.13 417.78

Profit before tax 547.08 651.71

Less:

Provisions for tax 189.70 201.84

Profit/ (Loss) for the Year 357.39 449.87

2.0 DIVIDEND:

In view to conserve resources and maintain liquidity, your Board has decided not to recommend any dividend for the financial year 2013-14.

3.0 PERFORMANCE:

During the year under review, though the quantity of sales was more or less constant, the sales revenue has increased compared with previous year. However, the net profit for the year has declined from Rs. 4.49 crores to Rs. 3.57 crores. Increase in raw material cost, utility changes, employee cost and maintenance expenses were the main contributors for the reduction in the Profit. The Management is conscious about the need for cost reduction particularly on maintenance of Plant and Machinery. During the year under review, the Company could develop various parts through new local vendors and procured them locally in lieu of imported costly spares. As a result, the Company could achieve reduction in maintenance cost. Such process of development of new vendors wHI be continued in the current year also.

The Management is concerned about the low capacity utilization and was looking for an appropriate opportunity to utilize the same. The Board is happy to inform that the Management has tied up balance capacity utilisation upto 22.5 lacs cases per annum with "SAB Miller Breweries Limited". With this arrangement, the Company will be able to utilise the balance capacity and improve the performances in the years to come.

3.1 ACHIEVEMENTS:

Mr. Amit Khemani (DIN: 00057283), Managing Director of

the Company received "Asia Pacific International Award" presented by The Economic and Human Resource in the Asia Pacific Achiever Summit in recognition of Sterling Merit Excellent Performance and outstanding contribution for the nation and worldwide.

4.0 CORPORATE SOCIAL RESPONSIBILITY STATEMENT:

We, at Blossom, believe in Four core essentials of Corporate Social Responsibilities-sustainability of environment, ethical functioning, charitable support and care for stakeholders. We focus on reducing our Environmental Footprints by ensuring that the resources are optimally utilised and waste is re-used or properly treated before disposal. The Brewery premises are sited on a working farm. Waste water from the brewing process is treated through Effluent Treatment Plant and re- cycle plant. Waste Water treated through Effluent Treatment Plant is used for the gardening of the plants in the factory premises. Our governance systems are underpinned by Ethics, Transparency and Accountability and non indulgence in any unfair practices. The Company has a long history of supporting charity to welfare centre, associations of blind and cancer patients, education trusts, etc. by associating with Institutions like Lila Poonawalla Foundation, Bulsar District Cricket Association, Blind Organization of India, Mahavir Seva Sadan and Dayanand Hospital. The Company has also made donations to "Oxflam India" for Shelter & Food Support for families who suffered in Uttarakhand Floods, College of Education, Nani Daman, Jayalaxmi Manik Foundation, Foundation of Poor Student Hostel & Hospital, etc. We also provide a workplace to our employees that is safe, hygienic and humane with access to training and development of skills. We believe in being responsive towards all stakeholders, including shareholders, employees, customers, suppliers, project affected people, society at large, etc. and create value ¦ for all of them.

5.0 DIRECTORS:

Mr. Amit Khemani (DIN: 00057283) and Mr. Vincent Vaz (DIN: 02067875), who are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek re- appointment pursuant to Section 152 of the Companies Act, 2013. Mr. Satan Bharwani (DIN: 00183286), Dr. Pamidi Kotaiah (DIN: 00038420), Mr. Dwarko Khilnani (DIN: 01824655), Dr. S. D. Israni (DIN: 00125532), Ms. Lila Poonawalla (DIN:

¦ 00074392), Mr. Padmanabh Barpande (DIN: 00016214) and Mr. Harsh Vardhan Jajoo (DIN: 00758308), Non-Executive Directors of the Company whose period of office is liable to determination by retirement by rotation, in respect of whom a notice in writing pursuant to Section 160 of the Companies Act, 2013 has been received from a member proposing their candidature for the office of Director of the Company, are proposed to be appointed as Independent Directors of the Company to hold office upto March 31,2019.

6.0 COST AUDITORS:

As per the Notification No. G.S.R. 429(E) dated June 3, 201 I, submission of Cost Compliance Report was applicable to the Company for the financial year 2013-14. The Company has obtained the Cost Compliance Report from Mr. Girikrishna

Maniar, Cost Accountant and the same will be filed within stipulated time. Further, as per Cost Audit Order no. F. No. 52/26/CAB-20I0 dated November 6, 2012, the Company is required to carry out Cost Audit effective from April 1,2013. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and above mentioned Cost Audit Order, the Board of Directors in its meeting held on June 6, 2014 has re- appointed Mr. Girikrishna Maniar, having fellow Membership No. 8202, Practising Cost Accountant, as the Cost Auditor for the financial year 2014-15.

7.0 AUDITORS:

The retiring Auditors, M/s. Deloitte Haskins & Sells LLP (Firm''s Registration No. 117366W/W-100018), Chartered Accountants, have given their consent for appointment as Statutory Auditors at the ensuing Annual General Meeting. '' The Company has received a letter from M/s. Deloitte

Haskins & Sells LLR Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

8.0 AUDITORS'' REPORT:

There are no qualifications contained in the Auditors'' Report and therefore, there are no further explanations to be provided for in this Report.

9.0 SERVICE TAX MATTER:

As regards show cause notice received by the Company pertaining to service tax matter, attention is invited to Note No. 25.1(c) of note to accounts which is self explanatory. The petition challenging the levy of such service tax in the Company''s case has been filed with the Hon''ble High Court of Bombay and has been admitted. The matter is before the High Court pending hearing. During the year, in respect of payment of the aforesaid service tax, against which, the Company has paid Rs. 209,402,036/- (including interest Rs. 32,750,955/-) under protest and continues to litigate the matter before all appropriate forums. In the opinion of the Company, service tax being an indirect fax, the incidence thereof, if any, would , be on the Service Receiver (Brand Owner) and it will charge the same to the service receiver and will take steps for recovery of the same.

10.0 INSURANCE:

All the assets of your Company have been adequately insured.

11.0 FIXED DEPOSIT:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

12.0 EMPLOYEES:

No employee falls within the purview of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information required under Section 2l7(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange eamings/outgo is appended hereto as Annexure I and forms part of this report.

14.0 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that-

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(2) they have, in the. selection of the accounting policies, consulted the Statutory Auditors and have 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 end of the financial year and of the profit of the Company for that year;

(3) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions 6f the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) they have prepared the annual accounts on a going concern basis.

15.0 ACKNOWLEDGEMENTS:

The Directors express their deep gratitude for the co- operation and support extended to your Company by its customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

The Directors are also thankful to the Shareholders for their

continued support to the Company.

For and on behalf of the Board of Directors

Mr. S. S. Bharwani Mumbai Chairman June 6, 2014 DIN; 00183286

Address: 34, Bandra Amar Jivan Society, St. Martin Road, Bandra (West), Mumbai - 400050

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Mar 31, 2013

To, The Members of BLOSSOM INDUSTRIES LIMITED

The Directors have pleasure in presenting the Twenty-fourth Annual Report of the Company and the Audited Statement of Accounts for the year ended March 31, 2013.

1.0 FINANCIAL RESULTS:

(Rs.In Lacs)

Particulars 2012-13 2011-12

Sales & Other Income 18368.38 21856.97

Profit before finance cost and 2145.93 2827.31

Depreciation

Less:

(1) Depreciation 1076.46 1271.77

(2) Finance Costs 417.76 610.06

Profit before tax 651.71 945.48

Less:

Provisions for tax 201.84 (10.77)

Profit/(Loss) for the Year 449.871 956.2

2.0 DIVIDEND:

The management has repaid the entire loan to State Bank of India. To maintain the liquidity, your Board has decided not to recommend any dividend for the financial year 2012-13.

3.0 PERFORMANCE:

The sales for the year under review have declined due to sales in different markets as there were price differences in the same product in different states due to duty and tax structure. However, the quantity of sales was more or less constant. The profit for the year has reduced from Rs. 9.56 crore to ^4.49 crore. Increase in raw material cost, utility charges, employee cost and maintenance expenses were the main contributors for the reduction in gross profit. The Management is conscious about the cost reduction particularly on maintenance of Plant and Machinery. During the year under review, the Company could develop various parts through new local vendors and procured them locally in lieu of imported costly spares. As a result, the Company could achieve almost 20% reduction in maintenance cost. Such process of development of new vendors will be continued in the current year also.

4.0 CORPORATE SOCIAL RESPONSIBILITY STATEMENT:

We, at Blossom, believe in 4 core essentials of Corporate Social Responsibilities - sustainability of environment, ethical functioning, charitable support and care for stakeholders. We focus on reducing our Environmental Footprints by ensuring that the resources are optimally utilised and waste is re-used or properly treated before disposal. The Brewery premises are sited on a working farm. Waste water from the brewing process is treated through Effluent Treatment Plant and re-cycle plant. Waste Water treated through Effluent Treatment Plant is used for the gardening of the plants in the factory premises. Our governance systems are underpinned by Ethics, Transparency and Accountability and non indulgence in any unfair practices. The Company has a long history of supporting charity to welfare centre, associations of Blind and cancer patients, education trusts, etc. by associating with Institutions like Lila Poonawalla Foundation, Bulsar District Cricket Association, Blind Organization of India, Mahavir Seva Sadan and Dayanand Hospital. We also provide a workplace to our employees that is safe, hygienic and humane with access to training and development of skills. We believe in being responsive towards all stakeholders, including shareholders, employees, customers, suppliers, project-affected people, society at large, etc. and create value for all of them.

5.0 DIRECTORS:

Mr. D.T. Khilnani and Dr. R Kotaiah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Mr. Harsh Vardhan Jajoo was appointed as an Additional Director (Independent Non- Executive Director) by the Board of Directors with effect from February 16, 2013 pursuant to the provisions of Section 260 of the Companies Act, 1956. He holds the office upto the date of forthcoming Annual General Meeting. Pursuant to the provisions of Section 257 of Companies Act, 1956, notice in writing has been received from a member proposing him as a Director of the Company. The approval of shareholder is being sought to appoint Mr. Harsh Vardhan Jajoo as a Director of your Company.

6.0 COST AUDITOR:

As per the Notification No. G.S.R. 429(E) dated June 3, 2011 Cost Compliance Report was applicable to the Company for the financial year 2012-13. The Company has obtained Cost Compliance Report from Mr. Girikrishna Maniar, Cost Accountant and the same will be filed within the stipulated time.

Further, as per Cost Audit Order no. F. No. 52/26/CAB-2010 dated November 6, 2012, the Company is now required to carry out Cost Audit effective from April 1, 2013. Pursuant to the provisions of Section 233B of the Companies Act, 1956 and the above mentioned Cost Audit Order, the Board of Directors in its meeting held on June 8, 2013, has appointed Mr. Girikrishna Maniar, Cost Accountant, as the Cost Auditor for the financial year 2013-14.

7.0 AUDITORS:

The retiring Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, have given their consent for appointment as Statutory Auditors at the ensuing Annual General Meeting. The Company has received a letter from M/s. Deloitte Haskins & Sells, Chartered Accountants, to'' the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(IB) of the Companies Act, 1956. Your Directors recommend their re-appointment.

8.0 AUDITORS'' REPORT:

There are no qualifications contained in the Auditors'' Report and therefore, there are no further explanations to be provided for in this Report.

9.0 SERVICE TAX MATTER:

As regards show cause notice received by the Company pertaining to service tax matter, attention is invited to note no. 24.1 (c) of note to accounts which is self explanatory. The petition challenging the levy of such service tax in the Company''s case has been filed with the Hon''ble High Court of Bombay and has been admitted. The matter is before the High Court pending hearing. In the eventuality, the Company is required to pay this amount, this would not impact the Company''s operating results, since the Company would take steps to recover this amount from the Brand Owner (who is the service receiver).

10.0 INSURANCE:

All the assets of your Company have been adequately insured.

11.0 FIXED DEPOSIT:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

12.0 EMPLOYEES:

No employee falls within the purview of the provisions of Section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13.0 ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE:

The information required under Section 217( I )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure I and forms part of this Report.

14.0 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating management confirm that-

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; s

(2) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 end of the financial year and of the profit of the Company for that year;

(3) they have taken proper and sufficient care, to the best of their knowledge and ability, 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;

(4) they have prepared the annual accounts on a going concern basis.

15.0 ACKNOWLEDGEMENTS:

The Directors express their deep gratitude tor the co- operation and support extended to your Company by its customers, suppliers, bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and look forward to their continued co-operation.

The Directors are also thankful to die shareholders for their continued support to the Company.

For and on behalf of the Board of Directors,

S. S. Bharwani

Chairman

Date: June 8, 2013

Place; Mumbai

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Mar 31, 2012

To, The Members, BLOSSOM INDUSTRIES LIMITED

The Directors have pleasure in presenting the Twenty-third Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2012.

1.0 FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Sales & Other Income 21858.78 19435.09

Profit before finance cost and 2827.31 2662.54

Depreciation

Less:

(1) Depreciation 1271.77 1668.95

(2) Finance Costs 610.06 769.79

Profit before tax 945.48 223.80

Less:

Provisions for tax (10.77) 50.00

Profit/(Loss) for the Year 956.25 173.80

2.0 DIVIDEND:

The management has decided to accelerate the repayment of loan taken for capital expenditure incurred for modernization. Hence, your Directors do not recommend any dividend for the financial year 2011 -12.

3.0 PERFORMANCE:

The performance of the Company's plant has been satisfactory. During the year under review, the sales and other income increased from Rs. 19435.09 Lacs to Rs. 21858.78 Lacs registering growth of 12.47%. Increase in turnover and reduction in expenses has enabled the Company to achieve profit after tax of Rs.956.25 Lacs during the year compared with Rs. 173.80 lacs in the previous year registering a high growth of 450.20%. Your Directors expect to continue to maintain the growth path.

4.0 ACHIEVEMENTS:

INTERNATIONAL STAR FOR LEADERSHP IN QUALITY AWARD IN THE DIAMOND CATEGORY:

Blossom Industries Limited has received the prestigious award of the International Star for Leadership in Quality Award in the Diamond Category for the year 2011.

The ISLQ (International Star for Leadership in Quality) Award acknowledges the strong commitment to quality and excellence. Amit Khemani, Managing Director, received the ISLQ in the Palais des Congres of Paris, from the President of BID, Jose E. Prieto. Blossom Industries Limited was recognised as a Company oriented towards the continuous improvement of processes, striving for an important role in the leadership and success for India in the business world.

Your Directors feel that it is a great honour for the Company to receive this prestigious award and it has added new feather in the Company's progress and achievements.

5.0 CORPORATE SOCIAL RESPONSIBILITY

STATEMENT:

We, at Blossom believe in 4 core essentials of Corporate Social Responsibilities - sustainability of environment, ethical functioning, Charitable Support and care for stakeholders. We focus on reducing our Environmental Footprint by ensuring that the resources are optimally utilised and the waste is re-used or properly treated before disposal. The Brewery premises are sited on a working farm. Waste water from the brewing process is treated through Effluent i Treatment Plant and re-cycle plant. Waste Water treated j through Effluent Treatment Plant is used for gardening of i the plants in the factory premises. Our governance systems j are underpinned by Ethics, Transparency and Accountability ] and non indulgence in any unfair practices. The Company has a long history of supporting charity to welfare centre, associations of Blind and cancer patient, education trusts, etc. by associating with Institutions like Lila Poonawalla Foundation, Bulsar District Cricket Association, The Blind & Humanity Welfare Centre, Blind Organization of India, P D Hinduja National Hospital & Medical Research Centre. We also provide a workplace to its employees that are safe, hygienic and humane with access to training and development of skills. We believe in being responsive towards all stakeholders, including shareholders, employees, customers, suppliers, project affected people, society at large etc. and create value for all of them.

6.0 DIRECTORS: Dr. S. D. Israni and Mr. R R. Barpande retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

7.0 AUDITORS:

The retiring Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, have given their consent for appointment as Statutory Auditors at the ensuing Annual General Meeting. The Company has received a letter from M/s. Deloitte Haskihs & Sells, Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956. Your Directors recommend their reappointment.

8.0 AUDITORS' REPORT:

There are no qualifications contained in the Auditors' Report and therefore, there are no further explanations to be provided for in this report.

9.0 SERVICE TAX MATTER:

As regards show cause notice received by the Company pertaining to service tax matter, attention is invited to note no.24.1 (d) of note to accounts which is self explanatory. The petition challenging the levy of such service tax in the Company's case has been filed with the Hon'ble High Court of Bombay and has been admitted. The matter is before the High Court pending hearing. In the eventuality, the Company is required to pay this amount, this would not impact company's operating results, since the company would take steps to recover this amount from the Brand Owner (who is the service receiver).

10.0 INSURANCE:

All the assets of your Company have been adequately insured.

11.0 FIXED DEPOSIT:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

12.0 EMPLOYEES:

No employee falls within the purview of the provisions of section 2I7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13.0 ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE:

The information required under Section 2l7(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure I and forms part of this report.

14.0 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that-

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(2) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 end of the financial year and of the profit of the Company for that year;

(3) they have taken proper and sufficient care, to the best of their knowledge and ability, 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;

(4) they have prepared the annual accounts on a going-concern basis.

15.0 ACKNOWLEDGEMENTS:

The Directors express their deep gratitude for the co- operation and support extended to your Company by its customers, suppliers, bankers and various Government agencies. Your Directors also place on record the commitment and involvements of the employees at all levels and look forward to their continued co-operation.

The Directors are also thankful to the Shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Mr. S. S. Bharwani

Chairman

Place: Mumbai

Date : 9th June 2012

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Mar 31, 2011

DEAR SHAREHOLDERS :

The Directors are pleased to present the Twenty-ninth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2011, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

The financial performance of your Company for the year under review in comparison to previous year are given below in a summarized format:

(Rs.in lakhs)

Particulars 2010-11 2009-10 Increase/ (Decrease) in %

Net Sales/Income from operations (a b c) 2057.55 2052.19 0.26

(a) Export Sales 243.63 371.82 (34.47)

(b) Domestic Sales 1752.54 1556.92 12.56

(c) Income from operations 61.38 123.45 (50.27)

(d) Other Income 25.17 99.91 (74.81)

Total Income (a b c d) 2082.72 2152.10 (3.22)

Less: Total Expenditure 1855.04 1771.58 4.71

Profit before interest & Depreciation 227.68 380.52 (40.16)

Interest & Finance charges 206.67 185.14 11.62

Depreciation 82.92 77.77 6.62

Profit Before Tax (61.91) 117.60 (152.64)

Income Tax/Fringe Benefit Tax – (15.03) (100)

Deferred Tax 19.10 (26.81) (28.76)

Net Profit after Tax (42.81) 75.76 (156.51)

Note: Previous year's figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

The Company's financial position during the year has been badly affected due to global economic meltdown and recession of 2008-09 and subsequent political turmoil during 1st quarter of 2011 in Libya. The company had procured order worth of 650 lakhs alongwith L.C. during the year, from ECCO (Joint venture Company of Govt. India & Govt. of Libya) for the 1st time after recession of 2008. About 1/3rd of ordered quantity under final shape of completion and were to be shipped out during March 2011 after inspection by ECCO officials. But due to recent disturbances of Libya the materials could not be inspected nor dispatched. A lot of raw materials procured for the on going manufacturing process of above Export order and due to above situation the manufacturing of above export order was completely stopped. Similarly the balance payment against providing Technical Services to ECCO was held up due to disturbances in Libya.

However during the year under review, company has procured domestic order worth of about 1800 Lakhs during 3rd quarter. Since the order was received late it could not be executed fully during the current year.

During the current year, the overall financial results hence reduced. Some of the financial parameters are given hereunder:

Particulars 2010-11 2009-10 Variance /(-)

Net Sales:-

Export Sales 243.63 371.82 (34.47)

Domestic Sales 1752.54 1556.92 12.56

Other Income 25.17 99.91 (74.81)

Profit Before Tax (61.91) 117.60 (152.64)

Profit after Tax (42.81) 75.76 (156.51)

EPS (0.80) 1.41 (156.73)

VALUATION :

The Profit before tax & Profit after tax have been decreased by 152.64% and 156.51% respectively from last year. The EPS has decreased for the accounting year to Rs(0.80) from Rs 1.41 of 2009-10.

FUTURE PROSPECTS :

With effect from 9th January 2010, all distribution transformers purchased by Govt. Electricity Utilities are of Star rated transformer. Your company has already received following ratings from Bureau of

Energy efficiency ( BEE) :

5 Star rating for 16 KVA, 25KVA,63 KVA,100 KVA.

4 Star rating for 16 KVA, 25KVA,63 KVA,100 KVA and 200 KVA.

3 Star rating for 25KVA (copper and wound core CRGO as per NHPC), 63 KVA (CRGO).

All other Transformers are AMDT Transformers. The states like Gujarat, Rajasthan & Maharasthra patronizes Energy Efficient Transformers and regularly buying Amorphous Metal Distribution Transformers in large quantities. Recently Gujarat Electricity Utilities have floated tenders for the requirement for the distribution transformers of about 360 Cores. Hence your company is expecting a good part of above orders during next financial year.

In Baroda Unit company has got a small order of about 1.75 Cores AMDT transformers from Gujarat & this is the 2nd year of supply to Gujarat Utility. We are participating in Tender in June,2011, orders against these are expected during 4th quarter . Hence, operation is expected to be improved during current year.

The performance of the company is not satisfactory during this financial year in the challenging business environments. Export orders received from Libya could not be executed. In process goods worth of 2 crores meant for export to Libya by end of 31st March,2011 which could not be effected due to war in Libya. This is an unforeseen situation beyond control. However the company is optimistic of improvement of over all business during 2011-12.

SUBSIDIARY COMPANY :

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. The Company has not started any business activities till the end of this financial year.

Audited Statements of accounts of the Company's Subsidiary :

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, alongwith the report of the Board of Directors relating to the Company's Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors' Report thereon for the year ended 31st March, 2011 are annexed.

ACHIEVEMENTS:

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001- 2008 certification for quality. During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region). Your Company has achieved Star Rating from Bureau of Energy Efficiency for 16KVA(4&5 star), 25KVA(3,4&5 Star), 63KVA(3,4&5 Star), 100KVA(4,5 Star),200KVA(4 Star). 25KVA- 3 star is copper and wound core CRGO as per NHPC, 63KVA- 3 star is CRGO and all other transformers are AMDT.

DEPOSITS:

The Company has not accepted any deposits so far.

DIRECTORS :

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr.Subhasish Das, Mr. Supratim Basu and

Mr. L.V.N.Muralidhar retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment. Your Directors recommend their reappointment.

AUDITORS' OBSERVATION:

During the financial year 2010-2011 there is no audit qualification in the Company's financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements.

AUDITORS AND AUDITORS' REPORT:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re- appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1B) of the Companies Act, 1956. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act,

1956, with respect to Directors' Responsibility

Statement, it is hereby confirmed that :

i) In the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken 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;

iv)the annual accounts have been on a going concern basis.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

The un-paid dividend for the Financial Year 2008-09 & 2009-10 is Rs.1,87,087.45 & Rs.1,44,096.00 as on 31.03.2011 respectively. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Limited, 77/2A, Hazra Raad, 5th Floor, Kolkata-700029. Members are requested to note that dividends not en-cashed or claimed within seven years from the date of transfer to the Company's Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE:

During the financial year ending on 31st March, 2011, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules,1975.

TECHNOLOGY ABSORPTION, ENERGY CONSER- VATION, FOREIGN EXCHANGE EARNING AND OUTGO :

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A". PERSONNEL :

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT: Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-N) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the ‘The Bombay Stock Exchange Limited'. The Annual listing fees to the ‘The Bombay Stock Exchange Limited' for the year 2011-12 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta

Stock Exchanges.

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM:

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001-2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS :

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship. The existing agreement with the Union was expired on 30.04.2011 and discussions

are being held with the representative of the Union to have an amicable settlement for further period of 5 years.

MANAGEMENT'S DISCUSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure ‘C forming part of the Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from financial institutions. Cordial relations prevailed during the year with the employees. Your Directors wish to place on record their deep sense of apprecia-tion to employees at all levels for their hard work, dedication and commitment The enthusiasm and unstinting efforts of the employees have enabled the Company to maintain in the industry in spite of increased competition. Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- PLACE: BHUBANESWAR DILLIP KUMAR DAS DATE: 28th May, 2011 CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty-first Annual Report of the Company and the Audited Statement of Accounts for the year ended March 31, 2010.

1.0 FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2009-2010 2008-2009

Sales & Other Income 15354.52 9332.15

Profit before interest and 2229.67 1452.22 Depreciation

Less /Add:

(1) Interest 841.77 545.06

(2) Depreciation 2038.37 1203.40

Profit before tax (650.47) (296.25)

Less:

Provisions for tax 53.94 (68.86)

Profit/ (Loss) for the Year (596.53) (365.11)

Balance brought forward from 997.74 1362.85

previous year

Balance carried to the Balance 401.21 997.74 Sheet

2.0 DIVIDEND:

In view of losses in the financial year under review, the Directors do not recommend any dividend.

3.0 PERFORMANCE:

During the year under review, the sales and other income increased from Rs.9332.15 Lacs to Rs.15354.52 Lacs registering growth of 64.53%. The profit before Depreciation and interest has also gone up from Rs.1452.22 Lacs to Rs.2229.66 Lacs i.e. a growth of 53.53%. However, the Company has suffered loss of Rs.596.53 Lacs in the Current financial year. The loss is mainly due to provision of depreciation provided in the current year. The financial performance of the Company was satisfactory and is expected to back on profit zone in the current financial year.

4.0 ACHIEVEMENTS: BEST BREWERIES AWARD RECEIVED BY BLOSSOM INDUSTRIES LIMITED:

Blossom Industries Limited has received the prestigious award of the Best Brewery from "Ambrosia INDSPIRIT 2009" for the year 2009. Mr. Amit Khemani had attended the function on the Companys behalf, which was arranged by "Ambrosia" the Magazine for the Alcoveb Industry, wherein the trophy was presented to him.

Your Directors feel that it is a great honour for the Company to receive this prestigious award and it has added new feathers in the Companys progress and achievements.

5.0 MODERNIZATION PROJECT:

The modernization project "UDAAN" undertaken by the Company is fully operational. The total capital outlay for the project was Rs.93.50 Crores, which was funded through the term loan from the Bank and internal accruals. The Plant is running successfully.

6.0 DIRECTORS:

Mr. D. T. Khilnani and Dr. P. Kotaiah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. P. R. Barpande was appointed as an Additional Director w.e.f. November 7, 2009 and holds office till the date of ensuing Annual General Meeting. The approval of shareholders is being sought to appoint Mr. P. R. Barpande as a Director of your Company.

7.0 AUDITORS:

The retiring Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants, have given their consent for appointment as Statutory Auditors at the ensuing Annual General Meeting. The Company has received a letter from M/s Deloitte Haskins & Sells, Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Your Directors recommend their reappointment.

8.0 AUDITORS REPORT:

There are no qualifications contained in the Auditors Report and therefore there are no further explanations to be provided for in this report. However, in the notes to the accounts attached with the Balance Sheet, reference was made to the freezing of certain bank accounts maintained with one of your Companys Bankers on the instruction of Central Bureau of Investigation (CBI). Being gravely concerned, your Board responded by taking urgent cognizance of the unlawful, illegal and erroneous action on the part of the CBI and promptly moved to the Court of the Special Judge at Daman, praying for declaring the said order/ action illegal and the same be set aside or quashed. The Boards stand stood to be vindicated by the Honble Courts order de- freezing all the affected bank accounts with effect from July 21, 2010.

9.0 INSURANCE:

All the assets of your Company have been adequately insured.

10.0 FIXED DEPOSIT:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

11.0 EMPLOYEES:

No employee falls within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12.0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is appended hereto as Annexure I and forms part of this report.

13.0 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(2) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 end of the financial year and of the profit of the Company for that year;

(3) they have taken proper and sufficient care, to the best of their knowledge and ability, 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;

(4) they have prepared the annual accounts on a going concern basis.

14.0 ACKNOWLEDGEMENTS:

The Directors express their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, bankers and various Government agencies. Your Directors also place on record the commitment and involvements of the employees at all levels and look forward to their continued co-operation.

The Directors are also thankful to the Shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Mr. S. S. Bharwani

Chairman

Date: July 26, 2010

Place: Mumbai