Panjon Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

Year ended 31st March 2014 31st March 2013

Total sales/Income from operations 19,31,32,711.00 18,85,01,858.00

Expenditure 19,23,77,893.00 18,77,77,841.00

Profit (Loss) before Tax 7,54,817.00 7,24,017.00

Extra Ordinary Items 0.00 0.00

Less: Income Tax (Earlier years) 14,871.00 (87,368.00)

Income Tax Current Year 1,44,000.00 1,33,948.00

Deferred Tax (23,44,995.00) (55,154.00)

Profit (Loss) for the period from continuing operations (17,49,048.00) 6,22,283.00

2. DIVIDEND:

Due to accumulated losses your Directors expresses their unwillingness to recommend any dividend for this year.

3. REVIEW ON OPERATIONS:

Your Director Report that during the year under review your Company has achieve the total turnover of Rs. 19.31 Crores as Compare to the Previous year 18.85 Crores, Your director is focusing the expansion of the market of the products of the your Company, During the year Company has focused on the advertisement of the Company core product Panjon & Swad and as a Result of which company was able to Increase the sales. Your Directors are focusing on promoting the brands of the Company Panjon & SWAD so that the Goodwill earned by this brand may be used in Increasing the sales of the Company and thereby the profits of the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 10,00,000 equity shares of Rs. 10/- each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Stock Exchange Mumbai is awaited.

During the year Company has taken effective steps for getting the above preferential allotment listed on the Mumbai Stock Exchange.

The Company''s Existing Equity Shares before preferential allotment are listed with the Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL).

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors. The company has also got the order of High court passing scheme of arrangement.

Pursuant to the Order passed by the High Court Indore of Madhya Pradesh, regarding scheme of arrangement filed by the company for reconstruction/restructuring of capital between company and its shareholder, The Company has reduced 49,82,600 equity shares surrendered by the shareholders of the company and allotted 1,00,00,000 equity shares to promoters and strategic investors as per the scheme of arrangement approved by the High Court Indore (M.P.).

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Amit Mangalchand Mehta (holding DIN 02610151), Mr. Sajjan Kothari(holding DIN 00618999) directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. Further Mr. Prakash Doshi, Mr. Bijay Singh Thakur, and Mrs. Anjali Shukla as an Independent Director.

8. AUDITORS'' AND THEIR REPORT:

Your Directors Comments on the Auditor Report is as follows:

1. Your Management is taking the Best possible steps for proper maintenance of the records of the Inventories and also ensure to physically verifying the Inventories of the Company. Company is trying to implement such systems for maintenance of the records and try to regularize the same in future.

2. Due to shortage of the working Capital your Company was not regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, However Management has made provision for the same and ensure to deposit the statutory dues within the time in future. And other remarks of the Auditor in their report and the notes forming part of the Accounts are self explanatory and need no comments.

3. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting, Company has received Complaints from the shareholders regarding appointment of some other Auditor in his place as He is Auditor of the Company for more than five years. The Audit Committee has in their meeting recommended the appointment of M/s B. M. CHATRATH & CO., Charted Accountant, (Firm Registration No. 301011E) being eligible offer themselves for appointment till the conclusion of the Sixth Annual General Meeting, be appointed as per the provision of Section 139 (2) of Companies Act, 2013.

4. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment along with certificate of their eligibility and consent, under Section 139(2) of the Companies Act, 2013 and the Rules framed there under.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS

A separate report on Management Discussion and analysis is annexed to this report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2014 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

12. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

13. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

15. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

By Order of the Board PANJON LIMITED

sd/- NAGIN KOTHARI JAY KOTHARI Whole Time Director MANAGING DIRECTOR Place : Indore DIN : 00567435 DIN : 00572543 Date : 22.09.2014

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Mar 31, 2013

To The Members of PANJON LIMITED, INDORE

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review alongwith the comparative figures for previous year are as follows:

Year ended 31st March 2013 31st March 2012

Total sales/Income from operations 198165067.00 160987522.00

Expenditure 197441050.00 170685660.00

Profit (Loss) before Tax 724017.00 (9698138.00)

Extra Ordinary Items 0.00 10327635.00

Less: Income Tax (Earlier years) (87368.00) 65608.00

Income Tax Current Year 133948.00 119950.00

Deferred Tax (55154.00) 1587502.00

Profit (Loss) for the period from continuing 622283.00 2031441.00

operations

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

Your Director Report that, during the year under review your Company has achieve the total turnover of Rs. 18.78 Crores as Compare to the Previous year 15.86 Crores, Your director is focusing the expansion of the market of the products of the your Company, During the year Company has focused on the advertisement of the Company core product Swad and as a Result of which company was able to Increase the sales.. Your Directors are focusing on promoting the brands of the Company SWAD so that the Goodwill earned by this brand may be used in Increasing the sales of the Company and thereby the profits of the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and ^ powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs. 10/-each issued on preferential basis on lsl June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited.

During the year Company has taken effective steps for getting the above preferential allotment listed on the Mumbai Stock Exchange.

The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL).

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Amit Mehta and Shri Bijay Singh Thakur, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

8. AUDITORS'' AND THEIR REPORT:

Your Directors Comments on the Auditor Report is as follows-

1. Your Management is taking the Best possible steps for proper maintenance of the lecords of the Inventories and also ensure to physically verifying the Inventories of the Company. Company is trying to implement such systems for maintenance of the records and try to regularize the same in future.

2. Due to shortage of the working Capital your Company was not regular in depositing the with appropriate authorities undisputed statutory dues including provident fund, However Management has made provision for the same and ensure to deposit the statutory dues with in the time in future.

And other remarks of the Auditor in the their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. MANGEMENT DISCUSSIONS AND ANALYSIS:

A separate report on Management Discussion and analysis is annexed to this report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2012 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

12. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeohlders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

13. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

15. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support. By Order of the Board PANJON LIMITED

NAGIN KOTHARI JAY KOTHARI

Whole Time Director MANAGING DIRECTOR

Place:Indore

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Mar 31, 2011

To The Members of PANJON LIMITED

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2011.

I.FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

Year ended 31st March 2011 31st March 2010

Total sales/Income from operations 108213620.00 107216758.00

Expenditure 107864033.00 106879343.00

Profit before Tax 349587.00 337415.00

Less: Income Tax (Last year) 0.00 18121.00

Provision for Income Tax 65000.00 51000.00

Less:- Provision For Fringe Benefit Tax 0.00 0.00

Profit before Deferred Tax 284587.00 268294.00

Add: Deferred Tax Assets 329375.00 23211.00

Profit (loss) After Deferred Tax (613962.00) (291505.00)

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

During the year under review, your Company is focusing to expand the market and sales of the Company. Your Directors are focusing on promoting the brands of the Company SWAD so that the Goodwill earned by this brand may be used in Increasing the sales of the Company and thereby the profits of the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible. To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. THe Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs. 10/-each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited.

The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai):

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL) The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 2th September 2006. The """ Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Prakash Doshi and Shri Bijay Singh Thakur, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year Smt. Anjali Shukla was appointed as Regular Director of the Company.

8. AUDITORS* AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10 MANGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and analysis is annexed to this report

11 DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2011 and the profit of the company for the year ended on that date. ''

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have.been prepared on the going concern basis.

12 CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

13 PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

15.ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

By Order of the Board

PANJON LIMITED

JAY KOTHARI

MANAGING DIRECTOR

Place: Indore

Date: 01.08.2011

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Mar 31, 2009

To The Members of PANJON LIMITED Indore

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2009.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review alongwith the comparative figures for previous year are as follows:

Year ended 31st March

2009 2008

Total sales/Income from operations 185831767.00 186750357.00

Expenditure 185219270.00 184842712.00

Profit before Tax 612497.00 1907646.00

Less: Income Tax (Last year) 24519.00 0.00

Provision for Income Tax 55000.00 200000.00

Less:- Provision For Fringe Benefit Tax 39420.00 54620.00

Profit before Deferred Tax 493918.00 1653026.00

Add: Deferred Tax Assets 86395.00 (3611707.00)

Profit (loss) After Deferred Tax (580313.00) (19 58682.00)

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

During the year under review, your Company is facing stiff Competition with the multi national companies and small companies like Panjon is facing the sever competition, resulting the profitability of the Company has been adversely effected. Your Directors are making constant more efforts to generate the more profits to the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs. 10/-each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs. 1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited.

The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL)

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Smt. Sajjan Bai Kothari and Shri Amit Mehta, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

8. AUDITORS'' AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2009 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

11. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeohlders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

12. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

14. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board Panjon Limited

S/d

(Jay Kothari)

Place: Indore

Dated:01/08/2009 CHAIRMAN

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Mar 31, 2008

To The Members, PANJON LIMITED Indore

The Board of directors have pleasure in presenting their Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2008.

1. FINANCIAL RESULTS:

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

Year ended 31st March 2008 2007

Total sales/Income from operations 186750357.00 184833233.00

Expenditure 184842712.00 183022287.00

Profit before Tax 1907646.00 18109646.00

Less:

Provision for Income Tax 200000.00 200000.00

Less:- Provision For Fringe Benefit Tax 54620.00 69080.00

Profit before Deferred Tax 1653026.00 1541866.00

Add: Deferred Tax Assets (3611707.00) (1759915.00)

Profit (loss) After Deferred Tax (1958682.00) (218049)

2. DIVIDEND:

Your Directors do not recommend any dividend and proposes to utilize the funds for its Capital needs.

3. REVIEW ON OPERATIONS:

During the year under review, due to strong efforts made by your directors company is able to generate profit before Tax of Rs. 19.07 Lacs. Your Directors are making constant more efforts to generate the more profits to the Company. Your directors look forward for better working results in the years to come.

4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:

The company is taking the steps for the environment safety and the energy conservatism. Your company has recorded further reduction in specific energy consumption over the previous year, through productivity improvements, induction of innovative energy-efficient process technologies and recycling/reuse of energy stream where feasible.

To conserve ground water, your company has embarked on rainwater harvesting projects at the manufacturing site and greening of barren land around factory. Further a comprehensive health check of all its employees

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures. The company has constituted the Audit Committee under the Chairmanship of Shri Amit Mehta. The said Committee reviews the adequacy of internal controls systems and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The Committee also reviewed the internal controls system during the year.

6. SHARE CAPITAL & LISTING:

The Company has applied for listing of the 49,82,600 equity shares of Rs.10/-each issued on preferential basis on 1st June 2002 and 5,00,000 shares further issued at premium of Rs.1/- each on preferential basis on 7th Feb. 2005. Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited. The Company''s Existing Equity Shares before preferential allotment are listed with the M. P. Stock Exchange (Regional) & Stock Exchange, (Mumbai).

The Equity Shares of the Company may also be kept in the electronic form as your company has connectivity from the Central Depository Services Ltd. (CDSL) and National Security Depository Services Limited (NSDL)

The trading of the Equity Shares of the Company has been suspended by the BSE w.e.f. 20th September 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the company in the best interest of the investors.

7. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Prakash Doshi and Shri Bijay Singh Thakur, directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

8. AUDITORS'' AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. M/s. Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re-appointment. The Company has obtained a certificate from them in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

9. DEPOSITS:

Your Company has not accepted within the meaning of the provisions of section 58A of the Companies Act, 1956. There was no overdue/unclaimed deposit as at the date of the Balance Sheet.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956,your directors state that:

(I) In the preparation of accounts, the applicable accounting standards have been followed.

(II) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2008 and the profit of the company for the year ended on that date.

(III) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(IV) The annual accounts of the company have been prepared on the going concern basis.

11. CORPORATE GOVERNANCE:

Corporate governance assumes a great deal of importance in the business life of the company. The driving forces of the corporate governance at company are its core values, belief in people, entrepreneurship, customer''s orientations and the Pursuit of Excellence. The company''s goal is to find creative and productive ways of delighting its stakeholders, i.e., investors, customers and associates, while fulfilling the role of a responsible corporate representative committed to the best practices.

12. PERSONNEL:

The Company continued to have cordial relations with its employees during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is enclosed herewith:

14. ACKNOWLEDGEMENTS:

Your directors wish to place on record their sincere appreciation and acknowledge with gratitude for the assistance, cooperation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the company and look forward for their continued support.

For and on behalf of the Board Panjon Limited

S/d

(Jay Kothari)

Place: Indore

Dated:01/08/2008 CHAIRMAN

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Mar 31, 2007

The Directors present their 24th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2007.

I.FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Amountin Rs.) Particulars Financial Year ended on 31 stMarch 2007 2006

Turnover 18,04,08,857 17,25,44,355 Other Income 48,68,359 16,88,804 Total Income from operations. 18,52,77,216 17,42,33,159 Profit before interest, depreciation & tax 63,61,384 66,66,102 Less Interest16, 13,068 10,98,075 Less Depreciation. 29,37,370 29,34,380 Profit Before Tax 18,10,946 23,33,647 Provision for Income Tax and FBT 2,69,080 2,85,939 Deferred Asset - Liablties Tax(-) 17,59,915 9,25,763 Net profit after tax_(-) 2,18,049 29,73,471 EPS I (-) 0.02 0.28

2. DIVIDEND:

Your directors do not recommend any dividend and proposes to utilise the funds for its working capital needs. (Previous Year: Nil).

3. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Company is facing stiff competition with the multi national companies and the small companies like Panjon is facing sever competition, resulting the profitability of the Company has been adversely effected. In view of the retail marketing trend, the Company also plans to open out lets on the major part of the Country in the name of SWAD SHOPPE to attract the retail consumers for their daily needs as well as rebuild the Brand image.

4. FINANCE & ACCOUNTS:

The Company has repaid the loan liabilities of the State Bank of Saurashtra and is making efforts to repay the loan to other secured lenders.

4.1 Internal Control Systems and its adequacy:

The Company has reasonably system of internal control comparing authority levels and the management routinely tests the powers, supervision, checks, policies and the procedures. Moreover, the company continuously upgrades these systems in the line with the best international accounting practice.

The Audit Committee also reviews the adequacy of internal controls systems and the compliance thereof. Further the annual financial statement of the company are reviewed and recommended by the audit committee for the consideration and the approval of the Board of Directors. The Committee also reviewed the internal controls system, significant accounting policy, major accounting entries, etc. during the year.

4.2 Adequate coverage of risk:

The Companys assets are adequately insured against the loss of fire and other risk, which considered necessary by the Management from time to time.

4.3 No outstanding Deposits:

Your Company has not accepted any public deposit within the meaning of the provisions of section 58A of the Companies Act, 1956 and there is no outstanding deposit due for re-payment.

4.4 Disclosures:

The Company has made adequate disclosures regarding related party transactions, contingent liabilities, remuneration of directors, and significant accounting policy in the notes to the accounts as an integral part of the Balance Sheet and Profit of Loss Accounts for the year ended 31st March 2007.

5. DIRECTORS:

Shri Amit Mehta and Smt. Sajjan Dai Kothari, the Directors retire by rotation and being eligible offered themselves for re-appointment. The Board recommends their re- appointment. There is no other change in the directorship during the year under review.

The tenure of Shri Nagin Kohari being the Chairman & Managing Director being lapsed on 6th Nov., 2007, your directors proposes to re-designate and re-appoint him as the Chairman & Whole-time Director of the Company for a further period of 5 years w.e.f. 7th Nov., 2007.

The tenure of Shri Jay Kohari being the Whole-time Director lapsed on 31st March, 2007, your directors proposes to re-designate and re-appoint him as the Managing Director of the Company for a further period of 5 years w.e.f. 1st April, 2007.

6. AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self- explanatory and need no comments. M/s Trilok Jain & Co. has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers them selves for re- appointment. The Company has received certificate from the auditors to the effect that their re- appointment if made would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

7. SHARE CAPITAL:

The Companys has applied for listing of the 49,82,600 equity shares of Rs.10/- each issued on preferential basis en 1 June, 2002 and 5,00,000 Shares further issued at a premium of Rs.1/- each on preferential basis on 7th Feb., 2005 Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are awaited. The Companys existing Equity Shares before the preferential allotment are listed with the M.P. Stock Exchange (Regional) & the Stock Exchange, Mumbai.

The trading of the Equity Shares of the Company has been cuspended by the BSE w.e.f. 20th Sept., 2006. The Company is making all the efforts to revocation of the suspension in order to regularize the trading in the shares of the Company in the best interest of the investors. The Management has also appeared before the internal suspension vocation committee and it was advised to the Company to regularize the listing of the shares issued on preferential basis.

Your Company also has connectivity with the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Companys shares in Dematerialized Form.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

In the preparation of accounts, the applicable accounting standards have been followed.

Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2007 and the loss of the company for the year ended on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

The annual accounts of the company have been prepared on a going concern basis.

9. PERSONNEL:

The relations between the workers and the managements were remained normal and there was no loss of production on account of the labour problems.

10. SEGMENT REPORTING:

In terms of the Listing Agreement and the AS 17 the Segmental business report being annexed with the Notes to the Accounts, forming part of the Annua! Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Goard of Directors) Rules, 1933 have been enclosed with the Report.

12. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance practices end following to the standards prescribed by SEG! and Stock Exchanges. The Company has implemented all of its major stipulations. Your Company Statutory Auditors Certificate dated 1st August, 2007 in line with Clause 49 of the Listing Agreement validates our claim. The Auditors Certificate and report on Corporate Governance is annexed to and forms part of the Directors Report.

13. ACKNOWLEDGEMENTS:

Your Directors acknowledge the vital role played by conscientious and hardworking employees of the company at all levels towards its overall success. Other stakeholders, bankers, business associates and members of the medical profession have continue to lend their valuable support to the company in its efforts to provide high quality products within India and Abroad. The Directors lake this opportunity to record their appreciation in this regard.

BY Order Of the Board For, PANJON LTD. Place: INDORE NAGIM KOTHARI Dated: 1st August, 2007 CHAIRMAN

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Mar 31, 2006

The Directors present their 23rd Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31 st March, 2006.

1. FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows: , Amount in Rs.

Particulars Financial Year ended on 31st March

2006 2005 Turnover 17,25,44,355 14,45,68,082

Other Income 16,88,804 57,26,145

Total Income from operations 17,42,33,159 15,02,94,227

Profit before interest, depreciation & tax 66,66,102 61,75,900

Less Interest_ 10,98,075 11,50,252

Less Depreciation 29,34,380 27,55,195

Profit Before Tax 23,33,647 22,70,453

Provision for Taxation 2,85,939 2,00,000

Deferred Income Tax 9,25,763 13,70,830

Net profit after tax 29,73,471 6,99,623

EPS 0.28 0.06

2. DIVIDEND:

Your directors propose to plough back the profit earned by the Company to strengthen its fund base and proposes to utilise the funds for its working capital needs and do not recommend any dividend for the year under review. (Previous Year: Nil).

3. BUSINESS PERFORMANCE:

Your directors report that during the period under review the Company has achieved the total turnover of Rs. 1725.44 Lacs as compared to previous year of Rs. 1445.68 Lacs. However, net profit before tax has increased to Rs.23,34 Lacs as compared to previous year figures Rs.22.70 Lacs).

4. MANAGEMENT DISCUSSION AND ANALYSIS:

The business operations of the Company have been reclassified based on the global nomenclature. The operational performance of the business has been reviewed by the management based on this segmentation. 4.1 Industry structure and developments

The company is trying to developing new range of product and ayurvedic and confectionary, swad soya, agarabatti and cosmetics and fmgc product.

5. FINANCE & ACCOUNTS:

5.1 Cash generation:

The company has generated substational cash flow during the year which gear up companies development of new product range.

5.2 Internal Control Systems and its adequacy:

The Company has reasonably system of internal control comparing authority levels and the powers, supervision, checks, policies and the procedures are routinely tested by the management. Moreover, the company continuously upgrades these systems in the line with the best international accounting practice The Audit Committee also reviews the adequacy of internal controls systems and the compliance thereof. Further the annual financial statement of the company are reviewed and recommended by the audit committee for the consideration and the approval of the Board of Directors. The Committee also reviewed the internal controls system, significant accounting policy, major accounting entries, etc. during the year.

5.3 Adequate coverage of risk:

The Companys assets are adequately insured against the loss of fire and other risk which considered necessary by the Management from time to time.

5.4 No outstanding Deposits:

Your Company has not accepted any public deposit within the meaning of the provisions of section 58Aof the Companies Act, 1956 and there is no outstanding deposit due for re-payment

5.5 Disclosures:

The Company has made adequate disclosures regarding related party transactions, contingent liabilities, remuneration of directors, and significant accounting policy in ths notes to the accounts as an integral part of the Balance Sheet and Profit of Loss Accounts for the year ended 31st March, 2006

6. DIRECTORS:

Shri Prakas Doshi, Shri Bijay Singh Thankur, the Directors retires by rotation and being eligible offered themselves for re-appointment. The Board recommends their re- appointment. There is no otherchange in the directorship during the year under review.

7. AUDITORS AND THEIR REPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. M/s Trilok Jain & Co., has to vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received certificate from the auditors to the effect that their re- appointment if made would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

8. SHARE CAPITAL:

The Companys has applied for listing of the 49,82,600 equity shares of Rs. 10/- each issued on preferential basis on 1 st June, 2002 and 5,00,000 Shares further issued at a premium of Rs. 1/- each on preferential basis on 7th Feb., 2005 Necessary approval from the Madhya Pradesh Stock Exchange & Mumbai are waited. The Companys existing Equity Shares before the preferential allotment are listed with the M.P. Stock Exchange (Regional) & the Stock Exchange, Mumbai. During the year under review there was no suspension of trading of Shares by any stock exchange.

Your Company also has connectivity with the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) to provide facilities to all members and investors to hold the Companys shares in Dematerialised Form.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors statethat:

* In the preparation of accounts, the applicable accounting standards have been followed.

* Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2006 and the profit of the company for the year ended on that date.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguard ing the assets of the company and for preventing and detecting frauds and other irregularities.

* The annual accounts of the company have been prepared on a going concern basis.

10. PERSONNEL:

The relations between the workers and the managements were remained normal and there was no loss of production on account of the labour problems.

11. SEGMENT REPORTING:

In terms of the Listing Agreement the Segmental business report being annexed with the report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 have been enclosed with the Report.

13. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance practices and following to the standards prescribed by SEBI and Stock Exchanges. The Company has implemented all of its major stipulations. Your Company Statutory Auditors Certificate dated 1 st August., 2006 in line with Clause 49 of the Listing Agreement validates our claim. The Auditors Certificate and report on Corporate Governance is annexed to and forms part of the DirectorsReport.

14. ACKNOWLEDGEMENTS:

Your Directors acknowledge the vital role played by conscientious and hardworking employees of the company at all levels towards its overall success. Other stakeholders, bankers, business associates and members of the medical profession have continue to lend their valuable support to the company in its efforts to provide high quality products within India and Abroad. The Directors take this opportunity to record their appreciation in this regard.

By order of the Board For. PANJONLTD.

Place : INDORE NAGIN KOTHARI Dated : 1St August, 2006 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2000

Your Directors present their 17th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and profit and Loss Accounts for the Year ended on 31st March 2000.

DIVIDEND

In view of the insufficient profit during the year and accumulated losses in earlier year, your Directors do not recommend any dividend for this year.

BUSINESS PERFORMANCE

During the year under review of the Company could achieve only total turnover and other Income of Rs.810.46 Lac (previous year Rs. 937.32 Lacs) the market remained sluggish through out the year under review. The Company also had to face competition from the new players entered in the market.

Your Directors are pleased to report that the Company has launched two new products in the market viz. `TOM IMLI' & PURTI TAZGI MASALA'. Your Company is also in process to launch a POWER CAPSULES ROMANGO . As the Company s product are marketed throughout the Country. Your management is hope full for very good market of its new product, which shall definitely support in turnover and the profitability of the Company shall also increase in the coming years.

DIRECTORS

Shri Nagin Chand Kothari, the Director retires by rotation and being eligible offered him self for re-appointment. The Board recommends his re- appointment.

Smt. Anju Kothari, the Director has resigned from the Board w.e.f. 29th July 2000 due to her pre-occupations. Your Board place on record their appreciation for the valuable advises provided by her in the capacity of Director of the Company.

AUDITORS REPORT

The comments of the auditors at their report and the Notes forming part of the Account, is self explanatory and need no comments.

AUDITORS

M/s. Trilok Jain & Co. Chartered Accountants, auditors of the Company retires from the office of the Auditors at the ensuing Annual General Meeting and the Company has received a certificate from the auditors to the effect that their re-appointment if made would be in accordance with the provisions of Section 224(1) of the Companies Act 1956. The Directors recommend the re-appointment of M/s Trilok Jain & Co., and authorise to the Board to fix their remuneration.

HOLDING & SUBSIDIARY COMPANY

The Company does not have any subsidiary and is also not a subsidiary of any other holding company as defined under the Companies Act, 1956.

INSURANCE

The Assets of your Company are adequately insured against the loss of fire and other risk which considered necessary by the Management.

LISTING OF SHARES

The Company's equity shares are listed with the M.P. Stock Exchange (Regional) & The Stock Exchange, Mumbai. During the year under review the Mumbai Stock Exchange has suspended trading of Shares for some time which was regularised in due course.

DEPOSITS

The Company has not accepted any public deposit with in the meaning of the provisions of Section 58A of the Companies Act, 1956.

Y2K COMPLIANCE DISCLOSURE AS PER LISTING AGREEMENT

Your Board is pleased to inform that the Company managed the change over to the new millennium in a smooth manner. This was possible due to the unrelenting efforts put in to make the hardware and software operations Y2K Compliant.

DEPOSITORY SYSTEM

The Company also proposes to enter into an arrangement with the Central Depository Services Ltd. for voluntarily De-materialisation of Company's securities in accordance with the provisions of the Depository Regulations, With this, the Members shall have the option/discretion to hold their shares in the Company in the D-Mat form through the Central Depositary Services Ltd. (CDSL).

PERSONNEL

The relations between the workers and the Managements were remained normal and here was no loss of production on account of the labour problems.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and consideration ext ended by Bankers, FI'S. Investors & employees and also look forward for their continued support.

By order of the Board For PANJON LIMITED Place: Indore Date : 1st September 2000 NAGIN CHAND KOTHARI CHAIRMAN & MANAGING DIRECTOR

ANNEXURE - A TO THE DIRECTORS REPORT

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 and forming part of the Directors' report for the Year ended on 31st March, 2000

CONSERVATION OF ENERGY (a) Energy Conservation Measures Taken:

1. Efficient maintenance of traps, valves, pipelines etc. to reduce fuel consumption in boiler.

2. Replacement of old type steam traps by bucket traps.

3. Proper control of the bampers and safety valves.

4. Efficient control of Air-conditioning on and off timings.

5. Use of dry process (Roll Compactor) for Panjon Tablets in place of wet process and drying in fludised bed drier which has reduced lot of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy. Apart from the above mentioned measures, new areas are continuously explored and identified to reduce the consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. The above measures have resulted in energy saving and consequent decrease in cost of production.

(d) Total energy consumption and energy consumption per unit of production:

As per Form-A attached.

B. TECHNOLOGY ABSORPTION:

(e) Efforts made in technology absorption in Form-B below:

FORM-B

1. Specific areas in which R & D carried out by the Company: Improving product quality, new product development, improving, productivity, improving packing of various products and reducing product cost

2. Benefits derived as a result of above R & D research and development efforts have enabled the Company to improve quality develop new products and improve packaging of various products.

3. Future Plan of action:

R & D efforts would be continued in the area referred in point above.

4. Expenditure on R & D:

Expenditure on in-house Research & Development has been included shown under respective heads of expenditure in the Profit & Loss Account.

TECHNOLOGY, ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation : Improvement in packaging to increase the life of product and improved conditions at the time of use and development of new products.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.:

Product Improvement and development of new products.

3. Technology imported: None

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

(f) Activities relating to exports, initiative taken to increase exports; development of new export markets for products and services; and export plans: The Company is making efforts to explore the export market.

(g) Total foreign exchange used and earned :

Used : Rs. Nil Earned : Rs. 9,99,350/-

Panjon Limited Dawa Bazar For & On behalf of the Board 13-14 R.N.T.Marg, Indore-1 Date : 01.09.2000 NAGIN CHAND KOTHARI CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 1997

The directors have pleasure in presenting the Fourteenth Annual Report of the Company together with Audited Accounts for the year ended on 31.03.1997.

FINANCIAL RESULTS : Amount (Rs. in Lacs) 1996-97 1995-96 Total Sales 1773.05 1766.41 Profit Before Depreciation 34.62 64.56 & Income Tax Depreciation 33.08 31.84 Provision For Income Tax 0.40 2.00 Net Profit For The Year 1.15 30.73 Balance Brought Forward 259.21 228.48 from last year

Balance Carried Forward 260.36 259.21

DIVIDEND : In order to conserve the resources for operations of the company, the Directors do not recommend any dividend.

OPERATIONS : Due to competitive conditions, the turnover of the company was only marginally higher. However, due to higher input costs, the net profit after taxation was substantially down at Rs. 1.15 lacs as compared to Rs. 30.73 lacs during the previous year. The company is operating in an industry which faces huge competition including from big and multinational companies and requires huge advertisement and brand building costs. Despite this, the company is trying its best to increase the business share and increase the profitability.

ADVERTISEMENT & PUBLICITY COMPAIGN : Targetting towards the main thrust of creating brand image and making its products more and more popular and widely known & consumed, the company has continued to attach top priority to the advertisement and publicity campaign. Total revenue expenditure on advertisement and publicity and sales promotion amounted Rs. 59.48 lacs during the year under report.

DIRECTORS : Mr. Manoj Kothari retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO : Information regarding conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo required under section 217(1)(e) of the Companies Act, 1956, are annexed hereto as Annexure - A and forms part of this report.

PARTICULARS OF EMPLOYEES : There was no employee covered under Section 217(2A) of the Companies Act, 1956 read in conjunction with the companies (Particulars of Employees) Rules, 1975.

AUDITORS : The auditors, M/s. Trilok Jain & Company, Chartered Accountants, Indore, retire at the ensuing Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors and fix their remuneration.

ACKNOWLEDGEMENT : The Directors take the opportunity to thank Stockists, Distributors, retail traders and customers for their continued support to Company's products. The Directors also acknowledge the support and co-operation received from MPAVN Ltd., MPFC and State Bank of Saurashtra, as well as from Suppliers and other business associates. The Directors also place on record their deep appreciation of the services rendered by the officers, staff and workers of the company at all levels.

(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 and forming part of the Directors' Report for the year ended 31st March, 1997.)

A. CONSERVATION OF ENERGY : (a) Energy Conservation Measures Taken : 1. Efficient maintenance of traps, valves, pipelines etc. to reduce fuel consumption in boiler.

2. Replacement of old type steam traps by bucket traps.

3. Proper control of the bampers and safety valves.

4. Efficient control of Air-conditioning on and off timings.

5. Use of non-usable portion of Awla & Khajoor in the Boiler etc.

6. Use of dry process (Roll Compactor) for Panjon Tablets in place of wet process and drying in fludised bed drier which has reduced lot of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy : Apart from the above mentioned measures, new areas are continuously explored and identified to reduce the consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : The above measures have resulted in energy saving and consequent decrease in cost of production.

(d) Total energy consumption and energy consumption per unit of production :

As per Form-A attached.

B. TECHNOLOGY ABSORPTION : (e) Efforts made in technology absorption in Form-B below :-

FORM - B 1. Specific areas in which R&D carried out by the Company : Improving product quality, new product development, improving productivity, improving packings of various products, and reducing product cost.

2. Benefits derived as a result of above R & D : Research and development efforts have enabled the company to improve quality, develop new products and improve packaging of various products.

3. Future plan of action : R & D efforts would be continued in the area referred in point-1 above.

4. Expenditure on R & D : Expenditure on inhouse Research & Development has been included shown under respective heads of expenditure in the Profit & Loss Account.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION : 1. Efforts, in brief, made towards technology absorption, adaptation and innovation : Improvement in packaging to increase the life of product and improved condition at the time of use and development of new products.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc. Product improvement and development of new products.

3. Technology imported : None

C. FOREIGN EXCHANGE EARNINGS & OUTGO :

(f) Activities relating to exports; initiative taken to increase exports; development of new export markets for products and services; and export plans : The Company is making efforts to increase the exports.

(g) Total foreign exchange used and earned : Used : Rs. NIL. Earned : Rs. NIL.

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Mar 31, 1994

Your directors have pleasure in presenting the Eleventh Annual Report of the Company together with Audited Accounts for the year ended 31-3-1994.

FINANCIAL RESULTS :

(Rs. in lacs) 1993-94 1992-93 --------- ----------

TOTAL SALES 1811.06 1538.37 PROFIT BEFORE DEPRECIATION & INCOME TAX 172.44 149.58 DEPRECIATION 22.41 21.62 PROVISION FOR INCOME TAX 30.00 29.00 NET PROFIT FOR THE YEAR 120.02 98.96 BALANCE BROUGHT FORWARD FROM LAST YEAR 101.41 91.08 PROFIT AVAILABLE FOR APPROPRIATION 221.43 190.04 APPROPRIATED TOWARDS ISSUE OF BONUS SHARES -- 54.00 TRANSFER TO GENERAL RESERVE 60.00 10.00 INTERIM DIVIDEND -- 10.00 PROPOSED FINAL DIVIDEND 49.14 14.63 BALANCE CARRIED FORWARD IN PROFIT AND LOSS A/C 112.29 101.41

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.20 per share of Rs. 10/- each for the year ended on 31.3.94, subject to deduction of income tax at source. Dividend in respect of new shares allotted during the year shall be paid on pro-rata basis for the period from the date of allotment and proportionate to the paid-up value.

OPERATIONS:

Despite competitive conditions and transporters' strike, the company has been able to achieve growth both in terms of turnover and profitability. The turnover has increased from Rs. 1538.37 Lacs in previous year to Rs. 1811.06 Lacs during the year, recording a growth of 17.73%. The Net Profit after taxation has increased even more significantly from Rs. 98.96 Lacs in the previous year to Rs. 120.02 Lacs during the year under report.

During the year, your Company added 2 products to its confectionery range and launched PERCY GOLD RANGE and PERCY MASALA CANDY. Each product has been launched in four flavours. Both the products are well received by the consumers and their response is encouraging. Your Company hopes to get good business from these products in the time to come.

The Company is taking all possible steps to increase its overall business share by increasing the existing products range. New incentive schemes have been framed to boost up the sales. Your Directors are hopeful of achieving better results in 1994-95.

EXPANSION & DIVERSIFICATION PLANS:

The Expansion cum upgradation programme undertaken by the Company is progressing satisfactorily. Some new products are under advance stage of development and will be launched after successful trial operation within the consumers. Your Company is also actively considering plans to diversify in other consumer products.

ADVERTISEMENT & PUBLICITY COMPAIGN:

Targetting towards the main thrust of making its products more and more popular and widely known & consumed, the Company has continued to attach top priority to the advertisement and publicity campaign. Total revenue expenditure on advertisement & publicity and sales promotion amounted Rs. 265.89 Lacs during the year under report.

PUBLIC ISSUE:

Your Company made a maiden Public Issue of 19,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 15/-per share aggregating Rs. 475 Lacs during the year under report.

Despite sluggish conditions in the Stock Markets prevailing at the time of Issue, the issue received overwhelming response from investing public and was oversubscribed more than 24 times. The shares of the Company are now listed at Bombay, Delhi, Ahmedabad, Indore and Mangalore Stock Exchanges.

(Information Under Section 217(1 )(e) of the Companies Act, 1958 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 1994.)

A) CONSERVATION OF ENERGY:

(a) Energy Conservation Measures Taken:

1. Efficient maintenance of traps, valves, pipelines etc. to reduce fuel consumption in boiler.

2. Replacement of old type steam traps by bucket traps.

3. Proper control of the bampers and safety valves.

4. Efficient control of Air-conditioning on and off timings.

5. Use of non-usable portion of Awla & Khajoor in the Boiler etc.

6. Use of dry process (Roll Compactor) for Panjon Tablets in place of wet process and drying in fludised bed drier which has reduced lot of power consumption.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Apart from the above mentioned measures, new areas are contineously explored and identified to reduce the consumption of energy.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

The above measures have resulted in energy saving and consequent decrease in cost of production.

(d) Total energy consumption and energy consumption per unit of production:

As per Form-A attached.

B) TECHNOLOGY ABSORPTION:

(e) Efforts made in technology absorption in Form-B below:

FORM-B

1. Specific areas in which R&D carried out by the Company:

Improving product quality, new product development, improving productivity, improving packings of various products, and reducing product cost.

2. Benefits derived as a result of above R&D:

Research and development efforts have enabled the company to improve quality, develop new products and improve packaging of various products.

3. Future plan of action:

R&D efforts would be continued in the area referred in point-1 above.

4. Expenditure on R&D:

Expenditure on in house Research & Development has been included shown under respective heads of expenditure in the Profit & Loss Account.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

Improvement in packaging to increase the life of product and improved condition at the time of use and development of new products.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.:

Product improvement and development of new products.

3. Technology imported:

None.

C) FOREIGN EXCHANGE EARNINGS & OUTGO:

(f) Activities relating to exports; initiative taken to increase exports; development of new export markets for products and services; and export plans:

The exports of Company amounted to Rs. 92,92,987/-during the year. The Company is making all possible efforts to increase the exports.

(g) Total foreign exchange used and earned:

Used: Rs. 13,134/- Earned : Rs. 92,92,987/