Kumaka Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors submit their 40th Report together with the Statement of Account for the year ended on 31st March 2014.

Following figures summarizes the financial performance of the Company during the year under review.

Financial Results : (Rs. in Lacs)

Particulars 2013-14 2012-13 Gross Income 577.63 612.00

Profit before Finance Cost & Depreciation 447.48 341.95

Less : Finance Cost 0.40 0.16

Depreciation 8.35 6.91

Profit before Tax 438.73 334.88

Provision for Taxation - -

Profit/(Loss) for the year 438.73 334.88

Balance Brought forward of earlier years Profit/(Loss) (22700.39) (23,035.27)

Balance carried to Balance Sheet (761.66) (22,700.39)

Dividend :

In view of carried forward loss, the Board regrets its inability to recommend payment of Dividend for the year under review.

Operations :

As the members are aware, Operations of the Company has been suspended since year 1999 due to non viability and disposed unutilized surplus assets to meet the Statutory Liabilities of the Company. The Company met with its past financial obligations towards banks and financial institutions and now embarking upon recommencement of its Operations.

The Company is on anvil to commence Pharmaceutical Unit at Ankleshwar to manufacture High Potent Active Pharmaceutical Ingredients (HPAPI).

We are happy to inform that we have received GPCB Permission and Necessary Drug Licence in other registration. We have already installed the Plant and have already started the trial production. We hope to start commercial production from September.

The Company is in process of mobilizing necessary working Capital. Future Prospects :

Overall Pharma Industry growth is upswing and the consumption of the products we are going to manufacture, not only in India but overall the World, is increasing. Management is very optimizing on the Pharma product.

As regards to Sterilization, the Government has realized the importance and need of the product in order to overcome the fluctuation in the Food Grain, Pulses and Vegetable markets.

As regards to the Sterilization Project, most of the Civil Drawings are ready and the Management is in the process of mobilizing the term loan for this project.

Directors'' Responsibility Statement :

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) the Directors have selected such accounting policies as mentioned in Schedule 18 to the accounts 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 ended 31st March, 2014 and of the profit of the Company for that period.

(iii) 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.

(iv) the Directors have prepared the annual accounts on a going concern basis.

Management''s Discussion and Analysis Report :

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

Subsidiary Company :

The audited statement of account along with the Directors'' Report for the year ended 31 st March, 2014 of Kadakia Alkalies and Chemicals Limited are annexed to this report. Your Directors have reviewed the affairs of the Subsidiary Company also.

Directors :

As per the provision of Section 149 and other applicable provisions, if any, of the Companies Act, 2013, Dr. Niranjan Maneklal Pandya, Dr. Dhananjay Ichharam Panchal and Dr. Shailesh Ramanlal Modi, are proposed to be appointed as Independent Directors of the Company for a period of five years commencing from September 30, 2014.

During the year under review, Mr. Pankaj Kadakia resigned as Chairman & Managing Director effective from 10/08/2013 due to his personal reason, however he was again appointed as additional Director by the Board of Directors at their meeting held on 12/07/2014 and he holds office as director till the date of ensuing Annual General Meeting. He has consented to act as Director of the Company, if appointed at the ensuing Annual General Meeting.

Dr. Niranjan Maneklal Pandya has relinquished position of the Chairman of the Company and continue to act as an Independent Director of the Company, The Board places an records its sincere appreciation for the contribution given by him during his tenure ship as Chairman of the Company. The Board has unanimously elected Mr. Pankaj Kadakia as the Non Executive Chairman of the Company, effective from 12/07/2014, in the place of Dr. Niranjan Maneklal Pandya.

Members are requested to consider their appointments.

Audit Committee :

The Audit Committee as constituted with Independent Directors, in terms of Clause 41 of the Listing Agreement and Section 292A of the Companies Act, 1956, performed inter alia the work assigned to it as laid down there under, during the year under review.

Consolidated Financial Statement:

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries:

Details of M/s. Kadakia Alkalies and Chemicals Limited the wholly owned subsidiary of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis Report.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

Corporate Governance:

Your Company has always been striving to incorporate appropriate standards and Code of Conduct for good Corporate Governance and has therefore complied with all the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the BSE Limited with which the Company''s shares are listed.

A separate report on Management discussion and Analysis and on Corporate Governance is annexed as part of the Annual Report along with Certificate of Practicing Company Secretary on the compliance, are enclosed as Annexure ''A'' and Annexure ''B'' respectively.

Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at the Company encourages all its employees and other Participants to ensure a positive impact and its commitment towards corporate social responsibility. The Company''s commitment to excellence in education is embedded in the Company''s core values.

The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact. The Company intends to initiate to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations in coming future.

Accounts & Finance:

Observation and remarks made by the Statutory Auditors in their Report are self explanatory and do not call for further clarification and explanation.

Auditors:

The Company has received a Special Notice dated 12th July, 2014, in terms of Section 115 of the Companies act, 2013 from a shareholder signifying his intention to move at this Annual General Meeting of the Company, a resolution to be an Ordinary Resolution for appointment of M/s. Manoj Majmudar & Co., Chartered Accountant, Vadodara as the statutory Auditor in place of retiring Auditor M/s. Bhatt Thakker & Co., Chartered Accountant, Vadodara, pursuant to Section 140 of Companies Act, 2013.

The Company has, on 12th July, 2014, informed the M/s. Bhatt Thakker & Co. Chartered Accountants, in this respect in terms of Section 140(4)(ii). and inviting their reperesencation

The Members are requested to consider appointment of M/s. Manoj Majmudar & Co., Chartered Accountant, Vadodara for a period of 5 years bas the statutory Auditor in place of retiring Auditor M/s. Bhatt Thakker & Co., Chartered Accountant, Vadodara

Secretarial Audit Report:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Jayesh Vyas, Practising Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

Statutory Disclosures:

During the year under review, Company has carry out initial production however it has not commence any Commercial Production, hence information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is furnished. There was no foreign Exchange inflow or outflow during the year under review.

There were no employees covered as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended hence such details are not furnished.

Listing of Equity Shares:

The Company''s equity shares are listed with BSE Limited. The Company has complied with listing requirement except Rule 40A of Listing Agreement. The Company is in process of Complying same and thereby revoke suspension in trading of its Equity Shares at BSE Limited The Board is hopeful for recommencement of trading in its shares at BSE Limited, with their active support of Stock Exchange, in time to come.

Fixed Deposit:

Your Company has not accepted fixed deposits from the public. Acknowledgement:

Your Directors wish to place on record their appreciation of the contributions and co-operation received from all the concerned. Your Directors are also grateful to the Shareholders for their continued trust and confidence.

For and on behalf of the Board of Directors,

Date: 12/07/2014 Pankaj Kadakia Place: Vadodara. Chairman

---

Mar 31, 2013

To, The Members,

The Directors submit their 39th Report together with the Statement of Account for the year ended on 31st March 2013.

Following figures summarizes the financial performance of the Company during the year under review.

Financial Results :

( Rs. in Lacs )

Particulars 2012-13 2011-12

Gross Income 611.12 113.37

Profit/(Loss) before Interest & Depreciation 341.79 (2,498.26)

Less : Interest

Depreciation 6.91 6.80

Profit/(Loss) before Tax 334.88 (2,505.06)

Provision for Taxation

Profit/( Loss) for the year 334.88 (2,505.06)

Balance Brought forward of earlier years (23,035.27) (20,530.21)

Balance carried to Balance Sheet (22,700.39) (23,035.27)

Dividend:

In view of carried forward loss, the Board regrets its inability to recommend payment of Dividend for the year under review.

Operations:

As the members are aware, Operations of the Company has been suspended since year 1999 due to non viability and disposed unutilized surplus assets to meet the Statutory Liabilities of the Company. The Company met with its past financial obligations towards banks and financial institutions and now embarking upon recommencement of its Operations.

The Company has started revamping of Ankleshwar Unit to manufacture High Potent Active Pharmaceutical Ingredients (HPAPI). Necessary equipment needed to start production has been purchased and the Company expects production to begin after receiving all necessary licenses. The Company has decided to setup a sterilization plant in Ahmedabad district. The Company has been allocated land at Sanand GIDC-II for the project. The Company is currently in talks with various banks to line up funding for the project.

Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1946, your Directors confirm based on the confirmation received from the operating management that;

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) the Directors have selected such accounting policies as mentioned in Schedule 18 to the accounts 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 ended 31st March, 2013 and of the profit of the Company for that period.

(iii) 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.

(iv) the Directors have prepared the annual accounts on a going concern basis.

Subsidiary Company:

The audited statement of account along with the Directors'' Report for the year ended 31st March, 2013 of Kadakia Alkalies and Chemicals Limited are annexed to this report. Your Directors have reviewed the affairs of the Subsidiary Company also.

Directors :

During the year under review, Mr. Shyam Pankaj Kadakia and Dr. Shailesh Ramanlal Modi have been appointed as Additional Directors on the Board of Directors of the Company with effect from 24th December, 2012 and they hold offices as directors till the date of ensuing Annual General Meeting. They have consented to act as Directors of the Company, if appointed at the ensuing Annual General Meeting.

Subject to the approval of the Shareholders, on the recommendation of the Remuneration Committee, in terms of the provisions of Sections 198, 269, 309, 310, 314 and other applicable provisions, if any, read with Schedule XIII of the Companies Act, 1956, the Board of Directors, at their meeting held on 24th December, 2012, have appointed Mr. Shyam Pankaj Kadakia and Dr. Shailesh Ramanlal Modi as the Managing Director and Whole Time Director respectively, for period of 3 years, upon the terms and conditions enumerated in the draft Agreements, considering their rich experiences, valuable contributions provided to the Company and future utility of their services to the Company.

Dr. Dhananjay Panchal, retires by rotation and being eligible, offers himself for reappointment. He has consented to act as a Director of the Company, if reappointed at the ensuing Annual General Meeting.

The Board of Directors reluctantly accepted resignations of Mr. Pankaj Kadakia as the Chairman and Managing Director and Mr. K.S.Tandon as a Director who resigned due to their personal reasons. The Board places on record its sincere appreciation for the contributions received by the Company, from both of them, during their tenure of association.

Members are requested to consider their appointments.

Audit Committee :

The Audit Committee as constituted with Independent Directors, in terms of Clause 41 of the Listing Agreement and Section 292A of the Companies Act, 1956, performed inter alia the work assigned to it as laid down there under, during the year under review.

Corporate Governance:

Your Company has always been striving to incorporate appropriate standards and Code of Conduct for good Corporate Governance and has therefore complied with all the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the BSE Limited with which the Company''s shares are listed.

A separate report on Management discussion and Analysis and on Corporate Governance is annexed as part of the Annual Report along with Certificate of Practicing Company Secretary on the compliance, are enclosed as Annexure ''A and Annexure ''B'' respectively.

Report on Corporate Social Responsibility :

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility. The Company''s commitment to excellence in education is embedded in the Company''s core values. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact. The Company intends to initiate to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations in coming future.

Accounts & Finance:

Observation and remarks made by the Statutory Auditors in their Report are self explanatory and do not call for further clarification and explanation.

Auditors:

M/s. Bhatt Thakker & Co. Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment.

Statutory Disclosures :

During the year under review, Operations were suspended hence information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not furnished. There was no foreign Exchange inflow or outflow during the year under review.

There were no employees covered as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended hence such details are not furnished.

Listing of Equity Shares:

The Company''s equity shares are listed with BSE Limited. The Company has paid Annual Listing Fees for the financial year 2013-14 to the BSE Limited. The Company is making required efforts for revocation suspension in trading of its Equity Shares at BSE Limited and is hopeful for recommencement of trading in its shares at BSE Limited, with their active support, in time to come.

Fixed Deposit:

Your Company has not accepted fixed deposits from the public.

Acknowledgement:

Your Directors wish to place on record their appreciation of the contributions and co-operation received from all the concerned. Your Directors are also grateful to the Shareholders for their continued trust and confidence.

For and on behalf of the Board of Directors,

Date: 10/08/2013 Shyam Kadakia

Place: Vadodara. Managing Director

---

Mar 31, 2011

The Directors submit their 37th Report together with the Statement of Account for the year ended on 31st March 2011. The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results : (Rs. in Lacs)

2010-11 2009-10

Sales and Other Income 527.48 1537.36

Loss/(Profit) before Interest &

Depreciation 464.95 1091.42

Less: Interest - 0.05

Depreciation 524.45 562.89

Loss before Tax 989.40 528.52

Provision for Taxation

Loss for the year 989.405 28.52

Add; Loss Brought forward of

earlier years 19540.81 20069.34

Loss : carried to Balance Sheet 20530.21 19540.81

2. Dividend:

In view of loss, the Board regrets its inability to recommend payment of Dividend for the year under review.

3. Operations:

During the year under review, all the Units of the Company remained out of operation because of non-availability of funds required for refurbishing of plants and the working capital. The Company sold off some of its Immoveable assets, to pay off its long overdue debts.

Company's Assets which were earlier taken over by Asset Reconstruction Company (India) Ltd (Aril) under the provisions of SARFAESI Act were released and given possession to the Company, upon making due payment in phased manner to them.

The Company has been exploring new avenues for recommencing its operations by way of diversification in the field of Drugs & Pharmaceuticals, Energy Sector, Finance and Investment Sectors with the association of Strategic Investors Partners and upon suitable joint collaboration and is hopeful to recommence its business in future time to come.

4. Reference under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 :

Upon securitization by Asset Reconstruction Company (India) Ltd. (ARCIL) the Company has been deregistered as Sick Industrial Company in terms of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, however, the Company continues to be Sick Company, on erosion of its entire Net worth and having cash losses as defined under said Act.

5. Change of Name of the Company :

Name of the Company has been changed from Ashok Organic Industries Ltd. to Kumaka Industries Ltd., subsequent upon receipt of approval from the Registrar of Companies, Maharashtra, vide its Certificate dated 6th' May, 2011.

Accordingly all concerned are informed for the said change of name of the Company.

6. Directors' Responsibility Statement:

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed

(ii) the Directors have selected such accounting policies as mentioned in Schedule 18 to the accounts 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 ended 31st March, 2011 and of the loss of the Company for that period.

(iii) 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:

(iv) the Directors have prepared the annual accounts on a going concern basis.

7. Subsidiary Company:

The audited statement of accounts along with the Directors' Report for the year ended 31st March 2011 of Kadakia Alkalies & Chemicals Ltd. are annexed to this report. Your Directors have reviewed the affairs of the Subsidiary Company also.

8. Directors:

Mr. Ashok Manilal Kadakia and Dr. Anil M. Kadakia, the Directors retire by rotation, however, being eligible offers themselves for reappointment.

The Board of Directors of the Company, at its meeting held on 5th August, 2010 appointed Shri K.S. Tandon as an Additional Directors of the Company, pursuant to Article No 134 of Articles of Association of the Company. In terms of Section 260 of the Companies Act,1956, he holds office of an Additional Director up to the date of the ensuing Annual General Meeting of the Company. The Company has received notices in writing with the requisite deposit from member under Section 257 of the Companies Act, 1956 signifying his intention to propose Mr. K.S. Tandon for appointment as a Director of the Company.

Members are requested to consider his reappointment.

9. Audit Committee :

The Audit Committee as constituted with Independent Directors, in terms of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, performed inter alia the work assigned to it as laid down There under, during the year under review.

10. Corporate Governance:

Your Company has always been striving to incorporate appropriate standards and Code of Conduct for good Corporate Governance and has complied with all the mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreements of the Bombay Stock Exchange Limited with which the Company's shares are listed.

A separate report on Management discussion and analysis and on Corporate Governance is annexed as part of the Annual Report along with Practicing Company Secretary's Certificate on the compliance, are enclosed as Annexure 'A' and Annexure B respectively.

11. Accounts & Finance :

Observation and remarks made by the Statutory Auditors in their Report are self explanatory and do not call for further clarification and explanation.

12. Auditors:

M/s. Bhatt Thakker & Co. Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment.

13. Statutory Disclosures:

During the year under review. Operations were suspended hence information under Section 217( 1) (e) of the Companies Act, 195B read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not furnished as there was no foreign Exchange inflow or outflow during the year under review.

Further, there were no employees covered as per Section 217(2A) of the Companies Act, 1956 read with Companies

(Particulars of Employees) Rules 1975 as amended hence such details are not furnished.

14. Listing of Equity Shares :

The Company's equity shares are listed on Bombay Stock Exchange Limited, however trading in the Shares are suspended for want of certain compliance of listing agreement. The Company has been taking necessary efforts to comply the requirements so as to recommence the trading of Shares at BSE, at the earliest.

15. Fixed Deposit:

Your Company has not accepted deposits from the public.

16. Acknowledgement

Your Directors wish to place on record their appreciation of the co-operation received from all the concerned.

Your Directors are also grateful to the Shareholders for their trust and confidence.

For and on behalf of the Board of Directors,

Date: 24-05-2011 Pankaj M. Kadakia

Place : Vadodara Chairman & Managing Director

---

Mar 31, 2010

The Directors submit their 36th Report together with the Statement of Account for the year ended on 31st March 2010. The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results : (Rs. in Lacs)

2009-10 2008-09

Sales and Other Income 1537.36 5.56

Profit/(Loss) before Interest

& Depreciation 1091.42 (8.32)

Less: Interest 0.05 8.29

Depreciation 562.89 59.00

Profit/(Loss) before Tax 528.52 (598.42)

Provision for Taxation - -

Profit/jLoss) for the year 528.52 (598.42)

Brought forward balances (20069.34) (1947.09)

Balance carried to Balance Sheet (19540.81) (20,06.93)

2. Dividend:



In view of loss, the Board regrets its inability to recommend payment of Dividend for the year under review.

3. Operations:

During the year under review, all the Units of the Company remained out of operation because of non-availability of funds required for refurbishing of plants and die working capital. The Company sold off some of its Immoveable assets, to pay off its long over due debts and also written off unsecured Creditors which generated revenue and profit for the Company.

Companys Assets which were earlier taken over by Asset and Reconstruction Company (India) Ltd (Arcil) under the provisions of SARFAESI Act were released and given possession to the Company, upon making due payment in phased manner to them. The Company is hopeful to recommence its business in future time to come.

Scheme of Amalgamation of the Companys wholly owned subsidiary Kadakia Alkalies & Chemicals Limited (KACL) with the Company has already been approved by Shareholders of both the Companies as per directions of the High Courts of Bombay and Gujarat and the same is pending before both the High Courts for final approval.

4. Reference under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 :

In terms of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, reference is being made by the Company to the Board for Industrial and Financial reconstruction (BIFR), upon becoming sick Industrial Companies, on erosion of its Net worth of the Company and having cash losses for last more than 10 Years.

5. Directors Responsibility Statement:

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) the Directors have selected such accounting policies as mentioned in Schedule 18 to the accounts 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 ended 31st March 2010 and of the Profit of the Company for that period.

(iii) 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:

(iv) the Directors have prepared the annual accounts on a going concern basis.

6. Subs diary Company :

The BMditcd statement of accounts along with the Directors Repel for the year ended 31st March 2010 of M/s. Kadakia Alkalies & Chemicals Ltd. are annexed to this report. Your Directors have reviewed the affairs of the Subsidiary Company also.

7. Directors:

During the year tinder review, M/s. D.C.Garni, Subramaniam Ayyar and Dr. Niranjan Pandya resigned as Directors of the Company from 9" April, 2009, due to their preoccupation. Whereas Dr. Dhananjay Panchal, Dr. Niranjan Pandya and Mr. Bharat Parikh, were appointed as Additional Directors with effect from 20" November, 2009 on the Board of Directors of the Company. However, Mr. Bharat Parikh resigned as Director with effect from 2505-2010, in view of his pre-occupation. The Board places its sincere appreciations for the contributions received from the outgoing Directors.

Dr. Dhananjay Panchal and Dr. Niranjan Pandya have consented to act as Directors of the Company, if reappointed at the ensuing Annual General Meeting. Brief resume of Dr. Niranja Pandya and Mr. Dhananjay Panchal, are given hereunder. In terms of Section 269 of the Companies Act, 1956, Mr.Pankaj Kadakia has been appointed as a Managing Director of the Company for a period of 3 years from 1st May, 2010. Members are requested to consider their appointments.

8. Audit Committee:

The Audit Committee as constituted with Independent Directors, in terms of Clause 41 of the Listing Agreement and Section 292A of the Companies Act, 1956, performed inter alia the work assigned to it as laid down thereunder, during the year under review.

9. Corporate Governance:

Your Company has always been striving to incorporate appropriate standards and Code of Conduct for good Corporate Governance and has therefore complied with all the mandatory provisions of

Corporate Governance as prescribed under the amended Listing Agreements of the Bombay Stock Exchange Limited with which the Companys shares are listed.

A separate report on Management discussion and analysis and on Corporate Governance is annexed as part of the Annual Report along with Practicing Company Secretarys Certificate on the compliance, are enclosed as Annexure A and Annexure B respectively.

10. Accounts & Finance :

Observation and remarks made by the Statutory Auditors in their Report are self explanatory and do not call for further clarification and explanation.

11. Auditors:

M/s. Bhatt Thakker & Co. Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment.

12. Statutory Disclosures :

During the year under review, Operations were suspended hence information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not furnished as There was no foreign Exchange inflow or outflow during the year under review.

Further, there were no employees covered as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 19/5 as amended hence no details are furnished hereunder.

13. Listing of Equity Shares :

The Companys oguity shares are listed with Bombay Stock Exchange Limited. However, the scrip has been under temporarily suspension for trading for want of compliance of listing agreement. The Company has been putting its best possible efforts to recommence the trading at the earliest.

14. Fixed Deposit:

Your Company has not accepted deposits from the public.

15. Acknowledgement

Your Directors wish to place on record their appreciation of the co-operation received from all the concerned.

Your Directors are also grateful to the Shareholders for their trust and confidence.

For and on behalf of the Board of Directors,

Date: 25th May, 2010 Pankaj-M. Kadakia

Place : Mumbai Chairman & Managing Director

---

Mar 31, 2009

The Directors submit their 35th Report together with the Statement of Account for the year ended on 31st March 2009. The following figures summaries the financial performance of the Company during the year under review.

1. Financial Results (Rs. in Lacs)

Particulars 2008-09 2007-08

Sales and Other Income 5.56 35.78

Loss/(Profit) before Interest & Depreciation 8.32 (21.29)

Less: Interest 0.08 7.75

Depreciation 590.02 607.48

Loss before Tax 598.42 588.29

Provision for Taxation -- --

Loss for the year 598.42 588.29

Add; Brought forward balances 1947.09 1888.26

Balance carried to Balance Sheet 2006.93 1947.09

2. Dividend:

In view of loss, the Board regrets its inability to recommend , payment of Dividend for the year under review.

3. Operations:

During the year under review, all the Units of the Company remained out of operation because of non-availability of funds required for refurbishing of plants and the working capital and later on because of possession of Assets taken over by Asset Reconstruction Company (India) Ltd (Arcil) under the provisions of SARFAESI Act.

4. Scheme of Arrangement:

Ai: the members are aware. Asset Reconstruction Company (india) Ltd (Arcil), the major Secured Creditor of the Company has taken possessions of Companys assets have been taken under the provisions of SARFAESI Act and consequently the scheme has been stayed .

5. Scheme of Amalgamation :

As the members are aware, scheme of amalgamation of the Companys wholly owned subsidiary Kadakia Alkalies & Chemicals Limited (KACL) with the Company has already been approved by Shareholders of both the Companies as per directions of the High Courts of Bombay and Gujarat and the same is pending before both the High Courts for final approval.

6. Reference under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 :

As the members are aware, under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, reference was made by the Company to the Board for Industrial and Financial reconstruction (BIFR) vide case No. 195/2002 however, (BIFR) has deregistered the Company .

7. DirectorsResponsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1946, your Directors confirm based on the confirmation received from the operating management that ;

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed

(ii) The Directors have selected such accounting policies as mentioned in Schedule 18 to the accounts 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 d affairs of the Company at the end of the financial year ended 31st March 2009 and of the loss of the Company for that period.

(iii) 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:

(iv) The Directors have prepared the annual accounts on a going concern basis.

8. Subsidiary Company:

The audited statement of accounts along with the Directors Report for the year ended 31" March 2009 of Kadakia Alkalies & Chemicals Ltd. are annexed to this report Your Directors have reviewed the affairs of the Subsidiary Company also.

9. Directors:

Dr. Anil M. Kadakia, the Director, retires by rotation, being eligible offers himself for reappointment. A brief resume of Dr. Anil M. Kadakia, is given hereunder.

M/s D. C. Garni, Niranjan M. Pandya and Subramaniam Ayyer, the Independent Directors resigned as Directors of the Company on 9* April, 2009, owing to their pre-occupation. The Board places on record its sincere appreciations for the contributions received by the Company from each of them during their tenure as Directors.

10 Audit Committee:

The Audit Committee as constituted with Independent Directors, in terms of Clause 41 of the Listing Agreement and Section 292A of the Companies Act, 1956, performed inter alia the work assigned to it as laid down thereunder, during the year under review.

11. Corporate Governance:

Your Company has always been striving to incorporate appropriate standards and Code of Conduct for good Corporate Governance and has therefore complied with all the mandatory provisions of Corporate Governance as prescribed under the mended

Listing Agreements of the Bombay Stock Exchange Limited with which the Companys shares are listed.

A separate report on Management discussion and analysis and on Corporate Governance is annexed as part of the Annual Report along with Practicing Company Secretarys Certificate on the compliance, are enclosed as Annexure A and Annexure B respectively.

12. Accounts & Finance

Observation and remarks made by the Statutory Auditors in their Report are self explanatory and do not call for further clarification and explanation.

13. Auditors:

M/s. Bhatt Thakker & Co. Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment.

14. Statutory Disclosures:

During the year under review, Operations were suspended hence information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is not furnished as.

There was no foreign Exchange inflow or outflow during the year under review.

Further, there were no employees covered as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended hence no details are furnished hereunder.

15. Listing of Equity Shares:

The Companys equity shares are listed with Bombay Stock Exchange Limited. However, the scrip hat been under temporarily suspension for trading for want of non payment of Listing Period for last two years . The Company has been putting its best possible efforts to recommence the trading at the earliest.

16. Fixed Deposit:

Your Company has not accepted deposits from the public.

17. Acknowledgement

Your Directors wish to place on record their appreciation of the co-operation received from all the concerned.

Your Directors are also grateful to the Shareholders for their trust and confidence.

For and on behalf of the Board of Directors,

Date: 27th August, 2009 Pankaj M. Kadakia

Place: Mumbai Chairman