Final Nil Kamal Annual Report for Web

7/29/2019 Final Nil Kamal Annual Report for Web

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Twenty Sixth Annual

Report 2011-2012Nilkamal Limited

Board o Dircors

Mr. Dadi B. Engineer - Director

Mr. K. R. Ramamoorthy - Director

Mr. Mahendra V. Doshi - DirectorMr. Muazzal S. Federal - Director

Mr. Rajendra P. Goyal - Director

(Ceased w.e.f. 22nd October, 2011)

Mr. S. K. Palekar - Director

(Appointed w.e.f. 17th April, 2012)

Mr. Hiten V. Parekh - Executive Director

Mr. Manish V. Parekh - Executive Director

Mr. Nayan S. Parekh - Executive Director

Mr. Sharad V. Parekh - Managing DirectorMr. Vamanrai V. Parekh - Chairman

Financial ConrollrMr. Paresh B. Mehta

Company ScraryMs. Priti P. Dave

AudiorsM/s. Dalal & ShahM/s. Vora & Associates

BankrsState Bank o IndiaCorporation BankIDBI Bank Ltd.DBS Bank Ltd.HSBC Ltd.

Barjora FacoryPlot No. 1498/2613, WBIDC Industrial Complex,Barjora Mejia Road, P. O. & P. S. Barjora,District: Bankura, Pincode - 722 202, West Bengal.

Hosur FacoryPart o Survey No.149, 151 to 153,227 and 299/1, Next to GNB Factory,Nallaganakothapalli Village, Koneripalli Post,Hosur Taluk, Krishnagiri District,Tamilnadu - 635 117.

Jammu FacoryPhase II, Industrial Growth Centre, Samba 184 121,Jammu & Kashmir.

Kharadpada Facory

Survey No. 389, 391, 393, 396 & 401,Naroli Kharadpada Road,Village : Kharadpada, Silvassa - 396 230,Union Territory o Dadra & Nagar Haveli.

Noida FacoryPlot No.26, B & C Sector No.31, Surajpur Kasna Road,Behind HPCL Gas Plant, Gautam Budha Nagar,Greater Noida 201 310, Uttar Pradesh.

Puduchrry Facory19/3-5, 18/1-B & 21/6, Olaivaikkal Village,Villianoor - Pathukannu Road,Villianoor Taluk, Puducherry 605 502.Sinnar FacorySTICE, Plot No.971/1A, Sinnar Shirdi Road, Musalgaon,Sinnar - 422 103, District - Nashik, Maharashtra.

Rgisrd Ofc and Vasona FacorySurvey No.354/2 and 354/3, Near Rakholi Bridge,Silvassa-Khanvel Road, Vasona, Silvassa - 396 230,Union Territory o Dadra and Nagar Haveli.

Corpora Ofc

CONteNtS ..................................... Pag Nos.

Notice .................................................................. 2

Directors Report and Annexure ...................... 6

Corporate Governance Report ....................... 11

Management Discussion and Analysis ............ 19

Auditors Report and Annexure ..................... 23

Balance Sheet .................................................. 26

Statement o Prot and Loss .......................... 27

Cash Flow Statement ...................................... 28

Notes to the Financial Statements ................. 29

Perormance at a Glance ................................ 50

Auditors Report on Consolidated

Financial Statements ...................................... 51

Consolidated Balance Sheet ........................... 52

Consolidated Statement o

Prot and Loss ................................................. 53

Consolidated Cash Flow Statement ............... 54

Notes to the ConsolidatedFi i l S 55


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NOTICE is hereby given that the 26h ANNUAL GeNeRAL MeetING o the Members o NILKAMAL LIMIteDwill be held at the Registered Oce o the Company at Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa -Khanvel Road, Vasona, Silvassa 396 230, Union Territory o Dadra & Nagar Haveli, on Saurday, the 4h day oAugus, 2012 a 12.00 noon to transact the ollowing business:

ORDINARY BUSINeSS:1. To consider and adopt the Audited Balance Sheet as on 31st March, 2012, the Prot and Loss Account or the

year ended on that date and the Reports o the Board o Directors and the Auditors thereon.

2. To declare Dividend on Equity Shares or the year ended 31st March, 2012.

3. To appoint a Director in place o Mr. K. R. Ramamoorthy, who retires by rotation and being eligible, oershimsel or re-election.

4. To appoint a Director in place o Mr. Nayan S. Parekh, who retires by rotation and being eligible, oers himselor re-election.

5. To appoint M/s. Dalal & Shah (ICAI Registration No. 102021W) and M/s. Vora & Associates (ICAI RegistrationNo. 111612W), Chartered Accountant, Mumbai as Statutory Auditors and x their remuneration or theFinancial Year 2012-13.

SPeCIAL BUSINeSS:

6. To consider and i thought t, to pass, with or without modication(s), the ollowing resolution as an OrdinaryRsoluion:

ReSOLVeD tHAt pursuant to the provisions o Section 257 and all other applicable provisions, i any, o theCompanies Act, 1956 (including any amendment thereto or re-enactment thereo or the time being in orce),Mr. S. K. Palekar who pursuant to Article 135 o the Articles o Association o the Company was appointed asan Additional Director o the Company with eect rom 17th April, 2012 and who under Section 260 o theCompanies Act, 1956, holds oce up to the date o this Annual General Meeting and being eligible oershimsel or appointment and in respect o whom the Company has received a notice in writing rom a member,signiying his intention to propose the candidature o Mr. S. K. Palekar or the oce o the Director o theCompany, be and is hereby appointed as Director o the Company, liable to retire by rotation.


ReSOLVeD tHAt in supersession o the resolution passed at the Twenty Second Annual General Meeting othe Company held on 9th August, 2008, and pursuant to Section 293(1)(d) and other applicable provisions, iany, o the Companies Act, 1956, (including any statutory modications or re-enactment thereo or the timebeing in orce) (hereinater reerred to as the Act), consent o the Company be and is hereby granted tothe Board o Directors o the Company or Committee thereo, to borrow or the purpose o the business othe Company rom time to time on such terms and conditions as the Board o Directors or Committee thereomay deem t, notwithstanding that the monies to be borrowed together with the monies already borrowedby the Company (apart rom temporary loans obtained and/or to be obtained rom the Companys bankersin the ordinary course o business) will or may exceed the aggregate o the Paid up Capital o the Companyand its Free Reserves, that is to say, Reserves not set apart or any specic purpose, so that the total amountsup to which the monies may be borrowed by the Board o Directors or Committee thereo shall not at anytime exceed`600 Crores (Rupees Six Hundred Crores Only).

ReSOLVeD FURtHeR tHAt the Board o Directors or Committee thereo or any person/(s) as authorised by theBoard o Directors or committee thereo be and is hereby authorised to do all such acts, deeds, matters andthings as it may consider necessary, expedient, usual or proper to give ull eect to the aoresaid resolution,including but not limited to settle any questions or diculties that may arise in this regard, i any, as it may,in its absolute discretion, deem t, without requiring the Board o Directors to secure any urther consentor approval o the Members o the Company to the intent that they shall be deemed to have given theirapproval thereto expressly by the authority o this resolution.


ReSOLVeD tHAt in supersession o the resolution passed at the Twenty Second Annual General Meeting othe Company held on 9th August, 2008, and pursuant to Section 293(1)(a) and other applicable provisions, iany, o the Companies Act, 1956 (including any statutory modications or re-enactment thereo or the timebeing in orce) (hereinater reerred to as the Act), consent o the Company be and is hereby accorded tothe Board o Directors o the Company or Committee thereo to mortgage and/or charge, in addition to themortgages and/or charges created/to be created by the Company, in such orm and manner and with suchranking as to priority and or such time and on such terms as the Board o Directors or Committee thereo maydetermine, all or any o the movable and/or immovable, tangible and/or intangible properties o the Company,both present and uture and/or the whole or any part o the undertaking(s) o the Company together withthe power to take over the management o the business and concern o the Company in certain events o

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deault, in avour o the lender(s), agent(s), trustee(s) or securing the borrowings o the Company availed/tobe availed by way o loan(s) (in oreign currency and/or rupee currency) and securities (comprising ully/partlyconvertible debentures and/or non-convertible debentures with or without detachable or non-detachablewarrants and/or secured premium notes and/or foating rates notes/bonds or other debt instruments), issued/to be issued by the Company, rom time to time, subject to the limits approved under Section 293(1)(d) othe Companies Act, 1956, together with interest at the respective agreed rates, additional interest, compoundinterest in case o deault, accumulated interest, liquidated damages, commitment charges, premia on pre-payment, remuneration o agent(s) / trustee(s), premium (i any) on redemption, all other costs, charges andexpenses, including any increase as a result o devaluation/ revaluation/ fuctuation in the rates o exchangeand all other monies payable by the Company in terms o loan agreement(s), heads o agreement(s), debenturetrust deed(s) or any other document entered into/to be entered into between the Company and the lender(s)/agent(s)/ trustee(s), in respect o the said loans/ borrowings/ debentures and containing such specic termsand conditions and covenants in respect o enorcement o security as may be stipulated in that behal andagreed to between the Board o Directors or Committee thereo and the lender(s)/ agent(s)/trustee(s).

ReSOLVeD FURtHeR tHAt or the purpose o giving eect to this resolution, the Board o Directors orCommittee thereo be and is hereby authorised to nalise, settle and execute such documents/ deeds/ writings/papers/ agreements as may be required and to do all acts, deeds, matters and things, as it may in its absolutediscretion deem necessary, proper or desirable and to settle any question, diculty or doubt that may arisein regard to creating mortgage/charge as aoresaid.

Nos:

1. The Explanatory Statement pursuant to Section 173(2) o the Companies Act, 1956 in respect o the specialbusiness at Item Nos. 6, 7 and 8 above is annexed hereto and orms part o the Notice.

2. The relevant details as required by Clause 49 o the Listing Agreement entered into with the Stock

Exchanges, o persons seeking appointment/ re-appointment as Directors under Item Nos. 3, 4 and 6 othe Notice, are also annexed.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE PROXIES TO BE EFFECTIVE, SHOULD BE RECEIVED BY THE COMPANY AT ITS REGISTEREDOFFICE NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

4. Corporate members intending to send their authorised representatives to attend the meeting are requestedto send a certied copy o the Board Resolution authorising their representative to attend and vote ontheir behal at the meeting.

5. The Register o Members and Share Transer Books o the Company will remain closed rom Saturday,28th day o July, 2012 to Saturday, 4 th day o August, 2012, both days inclusive. I the dividend asrecommended by the Board o Directors is approved at the Annual General Meeting, payment o suchdividend will be made on or ater the th day rom the conclusion o the Annual General Meeting othe Company as under:

(i) To all Benecial Owners in respect o shares held in electronic orm, as per the data made availableby the National Securities Depository Limited and the Central Depository Services (India) Limited, aso the close o business hours on 27th July, 2012;

(ii) To all Members in respect o shares held in physical orm, ater giving eect to valid transers in

respect o transer requests lodged with the Company on or beore the close o business hours on27th July, 2012.

6. Members holding shares in dematerialized orm are requested to intimate all changes pertaining totheir registered email id, bank details, NECS, mandates, nominations, power o attorney, change oaddress/name, etc. to their Depository Participant. Changes intimated to the Depository Participant willthen be automatically refected in the Companys records which will help the Company and its Registrarand Transer Agents, M/s. Link Intime India Private Limited, to provide ecient and better service tothe Members. Members holding shares in physical orm are requested to advice such changes to theCompanys Registrar and Transer Agents, M/s. Link Intime India Private Limited.

7. Shareholders holding shares in physical orm can avail o nomination acility by ling Form 2B (availableon request) with the Companys Registrar and Transer Agents, M/s. Link Intime India Private Limited and incase o shares held in demat orm, the nomination has to be lodged with their Depository Participant.

8. Members holding shares in physical orm are requested to consider converting their holding todematerialized orm to eliminate all risks associated with physical shares. Members can contact theCompany or the Companys Registrar and Transer Agents, M/s. Link Intime India Private Limited, orassistance in this regard.

9. Members holding shares in dematerialized orm are requested to register their latest Bank Accountdetails (Core Banking Solutions enabled Account Number 9 digit MICR and 11 digit IFS code) with their

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10. Members holding shares in physical orm are requested to provide their latest Bank Account details (CoreBanking Solutions enabled Account Number, 9 digit MICR and 11 digit IFS code) along with their FolioNumber to the Companys Registrar and Transer Agents, M/s. Link Intime India Private Limited.

11. Members, wishing to claim dividends, which remain unclaimed or the Financial Years 2004-2005 onwards,

are requested to write to the Companys Registrar and Transer Agents, M/s. Link Intime India PrivateLimited at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai 400078. It may be notedthat once such unclaimed dividends are transerred on expiry o seven years to the Investor Educationand Protection Fund, no claim shall lie in respect thereo.

12. Members desiring any inormation as regards the Accounts are requested to write to the Company atleast10 days prior to the date o meeting so as to enable the Management to keep the inormation ready.

13. All intimation regarding change o address, merging o olios, request or making nominations, romshareholders holding shares in physical orm and request or revalidation o dividend warrant may bedirected to the Companys Registrar and Transer Agents, M/s. Link Intime India Private Limited.

14. Members/Proxies should bring duly lled Attendance Slips sent herewith to attend the Meeting.By order o the BoardFor Nilkamal Limid

Place: Mumbai Prii P. DavDate: May 11, 2012 Company Scrary

eXPLANAtORY StAteMeNt PURSUANt tO SeCtION 173(2) OF tHe COMPANIeS ACt, 1956.

Im No. 6

The Board o Directors o the Company had appointed Mr. S. K. Palekar as an Additional Director o the Companyon 17th April, 2012. In terms o Section 260 o the Companies Act, 1956 read with the Articles o Association othe Company, Mr. S. K. Palekar holds oce as an Additional Director upto the date o ensuing Annual GeneralMeeting.

Pursuant to provisions o Section 257 o the Companies Act, 1956, the Company has received a notice in writingrom a member proposing the candidature o Mr. S. K. Palekar or the oce o Director o the Company alongwiththe requisite amount o deposit.

Mr. S. K. Palekar, aged about 62 years, is B.Sc., M.Sc. (Physics) rom Mumbai University & MMS (Marketing)rom Jamnalal Bajaj Institute o Management Studies. He secured rst rank in M.Sc. (Physics) as well as in MMS(Marketing). He is currently the Chairperson o Executive Education Centre o S P Jain Institute o Management &Research at Mumbai. He brings with him 35 years o experience in all aspects o marketing like sales, advertising,market research, brand management and also o general management. Mr. Palekar has hands on experience inFMCG, durables & service Industries.

It is in the interest o the Company that the Board should avail the valued experience and contribution oMr. S. K. Palekar and thereore recommends the resolution or your approval.

None o the Directors o the Company, except Mr. S. K. Palekar, is concerned or interested in the resolution.

Im No. 7

Section 293(1)(d) o the Companies Act, 1956 provides that the Company cannot borrow money where the moniesso borrowed together with monies already borrowed exceed the aggregate o the paid-up capital o the Companyand its ree reserves without the sanction o a General Meeting. By a resolution passed at the Annual GeneralMeeting o the shareholders o the Company held on 9th August, 2008, the Board o Directors were authorised toborrow money upto a limit o`500 Crores. Since then the Company has expanded its activities considerably andproposes to borrow monies or its ongoing business and uture expansion programmes. The total borrowings othe Company may, thereore, exceed this limit. As such the Directors commend your approval or enhancing theborrowing limit to`600 Crores vide the resolution mentioned in this item.

None o the Directors o the Company is concerned or interested in this resolution.

Im No. 8

Section 293 (1)(a) o the Companies Act, 1956, provides that the Board o Directors o a public Company cannot,except with the consent o the Company in General Meeting, sell, lease or otherwise dispose o the whole orsubstantially the whole o the undertaking o the Company. Your Company has been borrowing money rombanks, nancial institutions and other lenders pursuant to the provisions o Section 293 (1)(d) o the CompaniesAct, 1956 rom time to time. The Company has to create securities or such borrowings by creation o mortgageand/ or charge on immovable and movable properties o the Company.

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Imporan Communicaion o Mmbrs

The Ministry o Corporate Aairs has taken a Green Initiative in the Corporate Governance by allowingpaperless compliances by the Companies and has issued circulars stating that service o notice/ documentsincluding Annual Report can be sent by e-mail to its members. To support this Green Initiative o the Governmentin ull measure, members who have not registered their e-mail addresses, so ar, are requested to register theire-mail addresses, in respect o electronic holdings with the Depository through their concerned DepositoryParticipants. Members who hold shares in physical orm are requested to register the same with M/s. Link IntimeIndia Private Limited

The Board o Directors thereore recommend the passing o the Ordinary Resolution contained in Item No. 8 othe accompanying Notice to be approved and adopted under Section 293 (1)(a) o the Companies Act, 1956.

None o the Directors o the Company is concerned or interested in this resolution.

By order o the BoardFor Nilkamal Limid

Place: Mumbai Prii P. DavDate: May 11, 2012 Company Scrary

DetAILS OF DIReCtORS SeeKING APPOINtMeNt / Re-APPOINtMeNtAt tHe eNSUING ANNUAL GeNeRAL MeetING

(Pursuant to Clause 49 o the Listing Agreement)Nam o h Dircor Mr. K. R. Ramamoorhy Mr. Nayan S. Parkh Mr. S. K. Palkar

Date o birth 08-07-1940 08-03-1972 23-08-1949

Date o appointment 31-10-2003 01-04-2000 17-04-2012

Expertise in specic area Banking and Finance Manuacturing andMarketing

Marketing andManagement

Qualications B. A., B.L., F.C.S. B.S. Plastic Engineering,U.S.A

B.Sc., M.Sc., M.M.S.

Directorship in other Public

Limited Companies

1. The Clearing Corporation

o India Limited2. Subros Limited

3. Amrit Corp Limited

4. GMR PowerCorporation Limited

5. Clearcorp DealingSystem (India) Limited

6. GMR InrastructureLimited

Nil 1. The Paper Products

Limited2. E4 Development and

Coaching Limited

M e m b e r s h i p o Committees in other PublicLimited Companies

1. Audi Commi

- ClearingCorporation oIndia Limted

- Subros Limited

- GMR PowerCorporation Limited

- GMR InrastructreLimited

- Amrit Corp Limited

2. Sharholdrstransr andGrivancCommi

- GMR Inrastructure

Limited

--- ---

Number o Shares Held Nil 1,084,995 Nil


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DIReCtORS RePORt

RePORt OF tHe BOARD OF DIReCtORS tO tHe SHAReHOLDeRS FOR tHe YeAR eNDeD 31St MARCH,2012.

Dear Members,

Your Directors have pleasure to present this 26hANNUAL RePORt o the Company together with the AuditedAccounts or the Financial Year ended 31st March, 2012.

FINANCIAL HIGHLIGHtS:(`in Lacs)

2011-2012 2010-2011

Gross Turnover and Other Income 164,297.77 143,012.37

Net Turnover and Other Income 143,710.17 125,565.46

Prof bor Dprciaion and tax 11,153.21 10,296.92

Less: Depreciation on Fixed Assets 4,047.77 3,293.16

Prof bor tax 7,105.44 7,003.76

Less: Provision or Taxes 1,545.14 1,757.98

Prof ar tax 5,560.30 5,245.78

Amount Available or Appropriations 16,557.24 12,215.25

Less: Appropriations:

i) Proposed Final Dividend 596.90 596.90

ii) Total Tax on Dividend 96.83 96.83

iii) Transer to General Reserves 575.42 524.58

Leaving a Balance to be carried orward 15,288.09 10,996.94

Earnings Per Share (`) 37.26 36.80

Cash Earnings Per Share (`) 64.39 59.91

Book Value Per Share (`) 271.03 238.42

DIVIDeND

The Board o Directors o your Company recommends a Final Dividend o`4/- per equity share (40%) which issubject to consideration and approval o the Shareholders at the ensuing Annual General Meeting o the Company.The requisite amount o`693.73 Lacs (including distribution tax, surcharge and education cess) has been providedin the accounts or the purpose o Dividend.

YeAR IN RetROSPeCt

The year 2011-2012 started with a glimpse o hope, however there were number o global actors like intensiedsovereign debt crisis in Euro zone, political turmoil in Middle East, rise in crude oil prices, which worked againstthe growth that had revived in the last two years. But it is also a act that in any cross-country comparison, Indiastill remains among the ront runners in economic growth.

During the year under review, the gross turnover o the Company has increased to `164,297.77 Lacs rom`143,012.37 Lacs or the previous Financial Year. The Operating Prot o the Company has increased to`15,122Lacs as compared to`13,318 Lacs in the previous year. The plastic business has achieved a volume growth o6% and value growth o 15%.

During the year under review, the Company had 20 @home stores in 11 cities. The gross turnover o @homedivision was`21,294 Lacs resulting into a growth o 11%. @home division has made a loss o `551.69 Lacs ascompared to prot o`28 Lacs o the previous year.

Your Company has launched its mattresses business in the southern part o the Country during the year under

review and has achieved a turnover o`1,321.26 Lacs.Your Company had taken up a project or construction o mass housing which is unded by the JNNURM schemein Ahmedabad, Gujarat by using most eective and quick construction technique and has started work on saidproject.

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ReSeRVeS

Your Directors have proposed to carry a sum o`575.42 Lacs to the General Reserve Account out o the protsavailable.

AWARDS AND ReCOGNItIONS

During the year under review, your Company was awarded with Gold Award Process Sector, Emerging Businessor Indian Manuacturing Excellence rom Frost and Sullivan in collaboration with Economic Times.

BLOOD DONAtION CAMP

During the year under review your Company had organised Blood Donation Camps at its Corporate Oce andthree plants situated at Sinnar, Pudducherry and Vasona. The employees o the Company had shown enormoussupport to this noble cause.

MANAGeMeNtS DISCUSSION & ANALYSIS RePORt

A detailed review o the progress and the uture outlook o the Company and its business, as stipulated under

Clause 49 o the Listing Agreement with the Stock Exchanges, is presented in a separate section orming part othe Annual Report.

SUBSIDIARIeS & JOINt VeNtURe

Your Company has three subsidiaries namely - Nilkamal Eswaran Plastics Private Limited and Nilkamal EswaranMarketing Private Limited at Sri Lanka and Nilkamal Crates and Bins FZE at U.A.E.

The Company has obtained consent o the Board o Directors o the Company or not attaching the accountsand reports o all its subsidiaries under Section 212 o the Companies Act, 1956. Shareholders requiring the samemay write to the Company.

The business o Joint Venture Company viz. Nilkamal Bito Storage Systems Private Limited in its th year ooperation has perormed satisactorily during the year under review. The total turnover was `4,882 Lacs ascompared to`3,852 Lacs or previous year and had earned prot o `397 Lacs against net loss o`66 Lacs othe previous year.

The Companys other Joint Venture Company viz. Cambro Nilkamal Private Limited has in its rst year ooperations exhibited a positive perormance, with a total turnover o`794 Lacs and Prot o`105 Lacs.

eXPORtS

Companys Exports (including deemed exports) during the year were`5,068.14 Lacs as compared to`4,588.22

Lacs in the previous year.FIXeD DePOSItS

The Company has not accepted any Public Deposits covered under Section 58A o the Companies Act, 1956 romthe Members or the Public during the year.

AUDItORS AND AUDItORS RePORt

The Joint Auditors M/s. Dalal & Shah and M/s. Vora & Associates, retires at the ensuing Annual General Meetingand being eligible, have expressed their willingness and oers themselves or re-appointment as Joint StatutoryAuditors or the Financial Year 2012-2013.

They have urther conrmed that i appointed, then the said appointment would be in pursuance to theprovisions o Section 224(1B) o the Companies Act, 1956.

The notes to accounts reerred to in the Auditors Report are sel-explanatory and thereore, do not call or anyurther comments.

DIReCtORS

During the year under review, due to sad demise o Mr. Rajendra P. Goyal, an Independent Director o theCompany, on 22nd October, 2011, he ceased to be a Director o the Company. The Board o Directors placesits sincere appreciation and gratitude to Mr. Rajendra P. Goyal or his pioneering eorts and the valuablecontribution oered by him during his association with the Company or over two decades.

Mr. S. K. Palekar was appointed as an Additional Director on the Board o Directors o the Company with eectrom 17th April, 2012 to hold oce till the conclusion o the ensuing Annual General Meeting.

Notice in writing, pursuant to the provisions o Section 257 o the Companies Act, 1956, by a member, signiyinghis intention to propose the candidature o Mr. S. K. Palekar, to the oce o Director o the Company, has beenreceived by the Company.

Mr. K. R. Ramamoorthy and Mr. Nayan S. Parekh, Directors o the Company, retire by rotation at the ensuingAnnual General Meeting. Both the retiring Directors being eligible have oered themselves or re-election.

Brie resume o the Directors proposed to be appointed/ reappointed nature o the expertise in specic unctional

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Committees and shareholding, as stipulated under Clause 49 o the Listing Agreement with Stock Exchanges inIndia, orms part o the Annual Report.

DIReCtORS ReSPONSIBILItY StAteMeNt

Pursuant to the requirements o the provisions o Section 217(2AA) o the Companies Act, 1956, the Directors

conrm:

i) that in the preparation o the annual accounts, the applicable accounting standards have been ollowed andthat no material departures have been made rom the same;

ii) that they have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and air view o the state o aairs o theCompany at the end o the Financial Year and o the prot o the Company or that period;

iii) that they have taken proper and sucient care or the maintenance o adequate accounting records inaccordance with the provisions o the Companies Act, 1956 or saeguarding the assets o the Company andor preventing and detecting raud and other irregularities;

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

CORPORAte GOVeRNANCe

A report on Corporate Governance as stipulated under Clause 49 o the Listing Agreement with the StockExchanges orms part o the Annual Report.

A certicate rom Auditors o the Company regarding compliance o conditions o Corporate Governance asstipulated under the aoresaid Clause 49 is annexed to this Report.

CONSOLIDAteD FINANCIAL StAteMeNtS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with AccountingStandard AS-27 on Financial Reporting o Interest in Joint Ventures, your Directors have pleasure in attaching theConsolidated Financial Statements which orms part o the Annual Report and Accounts.

PARtICULARS OF eMPLOYeeS

In terms o the provisions o Section 217(2A) o the Companies Act, 1956, read with Companies (Particulars oEmployees) Rules, 1975, as amended, the name and other particulars o employees are set out in the annexureto the Directors Report.

However, having regard to the provisions o Section 219(1)(b)(iv) o the said Act, the Annual Report excluding

the aoresaid inormation is being sent to all the members o the Company and others entitled thereto. Anymember interested in obtaining such particulars may write to the Company Secretary.

eNeRGY CONSeRVAtION, teCHNOLOGY ABSORPtION AND FOReIGN eXCHGANGe eARNINGS ANDOUtGO

The inormation required under the Clause (e) o sub-section (1) o Section 217 o the Companies Act, 1956, readwith the Companies (Disclosures o Particulars in the Report o Board o Directors) Rules, 1988 and as amendedand orming part o the Directors Report or the year ended 31st March, 2012 is given in the Annexure to thisReport.

ACKNOWLeDGeMeNtS

Your Directors wish to place on record their sincere appreciation or the encouragement and co-operationreceived by the Company rom the Bankers, State Government Authorities, Local Authorities and its Employeesduring the year.

For and on bhal o h Board

Place: Mumbai Vamanrai V. Parkh

Date: May 11, 2012 Chairman

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ANNeXURe tO DIReCtORS RePORt

Additional inormation given, as required under the Companies (Disclosures o Particulars in the Report o Boardo Directors) Rules, 1988.

A. CONSeRVAtION OF eNeRGY.

In continuation to our commitment or improving the energy perormance, the Company has established arecognised ramework to manage the energy consumption throughout their production chain. Followingenergy saving measures were taken:

l Extension o the benets o Variable Frequency Drive to other locations.

l Connection o Energy meters to individual machines to have proper monitoring and control and optimizethe unit/kg output.

l Extension o AVR (Automatic Voltage Regulators) to other units.

B. teCHNOLOGY ABSORPtION.Disclosure o particulars in Form B, with respect to Technology Absorption:

ReSeARCH AND DeVeLOPMeNt (R & D):

1. Specic areas in which R & D has been carried out by the Company.

Research and Development process being the very base or the development o any Company, it is the keyactivity carried out continuously by the Company which has helped the Company to reach the top level.Some o the achievements are:

l Rotational moulding machines oven is re-designed/modied to increase productivity.

l Eorts made in product design and manuacturing in Plastic and @home Division.

2. Benets derived as a result o the above R & D.

l Improvement in quality o products.

l Improvement in productivity & eatures.

3. Future Plan o Action.

The Company is in the process o extending the R & D department or the new category o Mattressand ocussing on designed urniture and accessories or @home division as well as or material handlingbusiness.

4. Expenditure on R & D.

a) Capital Nil

b) Recurring `136.40 Lacs

c) Total `136.40 Lacs

d) Total R & D as percentage o total turnover 0.09%

teCHNOLOGY ABSORPtION, ADAPtAtION AND INNOVAtION.

1. Eorts, in brie, made towards technology absorption, adaptation and innovation.

l A ocus on Business Goals has been adapted with respect to individual plant operations to achieveManuacturing Excellence. The eort resulted in our Sinnar Plant being awarded Gold Certicateo Merit by the Economic Times Indian Manuacturing Excellence Award in partnership with Frostand Sullivan.

l Your Company has ocussed on automation to reduce eort and improve manpower eciency andreduce cost.

l Innovative method o carrying out machine health check introduced last year have resulted in improvedperormance o the machine resulting in improved OEE and better consistency.

l The Company introduced several new products, which are new category o application in Furnitureand Material Handling business.

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2. Benets derived as a result o the above eorts.

l Improvement in quality and productivity and reduction in cost.

l Improved perormance o machines.

l Improvement in utilisation o plant capacities.

l Advancement o basic knowledge and skills.

l Development o new product, improvement in the product yield and quality.

3. The Company has not imported any technology or process know-how.

FOReIGN eXCHANGe eARNINGS AND OUtGO.

Total Foreign Exchange used and earned

(`in Lacs)

2011-2012 2010-2011Foreign Exchange Earned 3,398.59 2,621.00

Foreign Exchange Used 18,999.87 21,917.18

For and on bhal o h Board

Place: Mumbai Vamanrai V. ParkhDate: May 11, 2012 Chairman

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Nilkamal Limited

CORPORAte GOVeRNANCe RePORt

1. COMPANYS PHILOSOPHY ON tHe CODe OF GOVeRNANCe

Your Company rmly believes in good corporate governance which has been a strong structure o theCompany, duly supported by pillars o customer aith, institutional trust and investors satisaction. The

Company believes in adopting best corporate governance practices and has set its growth path on theoundation o air business, ecient, sae and trusted nancial policies and assures maintenance o higheststandards o transparency, accountability, integrity and excellence in service o all stakeholders.

Corporate governance is a journey or constantly upgrading sustainable value creation. Your Company isalready in substantial compliance o the provisions o the voluntary guidelines on corporate governanceissued by Ministry o Corporate Aairs, a benchmark or the corporate sector in achieving the higheststandards o corporate governance.

Your Company has complied with all the regulations as stipulated by the Securities and Exchange Board oIndia and the Listing Agreement entered with the Stock Exchanges including compliance o the provisionso Clause 49 pertaining to corporate governance.

2. BOARD OF DIReCtORS

th Composiion o h Board

The current policy is to maintain optimum combination o Executive and Non-Executive Directors. The Non-Executive Directors bring independent judgment in the Boards deliberations and decisions. As on 31st March,2012, the Board consists o Nine Directors, out o which Five are Non-Executive Directors which includes aNon-Executive Chairman. The Non-Executive Directors are eminent proessionals and bring wealth o theirproessional expertise and experience to the Management o the Company.

Andanc o Dircors a Board Mings, las Annual Gnral Ming and numbr o ohr

Dircorships and Chairmanships / Mmbrships o Commis o ach Dircor in variousCompanis :

Nam o Dircor Cagory Andanca h Board

Mingsduring h F. Y.

2011-2012.

Andanca h LasAGM hld

on 30h July,2011.

AS ON 31-03-2012*

No. oDircorships

in ohrPublic Co.

Commimmbrship

in ohrPublic Co. #

Chairmanshipin commis

in which hyar mmbrs #

D. B. Engineer Independent, Non-ExecutiveDirector

3 No 7 5 3

K. R. Ramamoorthy Independent, Non-ExecutiveDirector

4 Yes 6 6 1

Mahendra V. Doshi Independent, Non-ExecutiveDirector

4 No 4 3 1

Muazzal S. Federal Independent, Non-Executive

Director

4 No

R. P. Goyal1 Independent, Non-ExecutiveDirector

1 No N.A. N.A. N.A.

Rajesh R.Mandawewala2

Independent, Non-ExecutiveDirector

- No N.A. N.A. N.A.

Hiten V. Parekh Promoter, Executive Director 4 Yes

Manish V. Parekh Promoter, Executive Director 4 No

Nayan S. Parekh Promoter, Executive Director 4 No

Sharad V. Parekh Promoter, Executive Director 4 Yes Vamanrai V. Parekh Promoter, Non-Executive

Director4 Yes

1 Ceased to be Director w.e.. 22nd October, 2011 due to sad demise.2 Ceased to be Director w.e.. 30th July, 2011.* Excluding Directorship / Committee membership / Committee chairmanship in oreign companies,

private limited companies and companies under Section 25 o the Companies Act, 1956.# Includes Audit Committee and Shareholders Grievance Committee only.

Note Mr S K Palekar is appointed as an Additional Director (Independent Non-Executive Director) w e

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Nilkamal LimitedCorpora Govrnanc Rpor

Numbr o Board Mings hld and h das on which hld

There were our Board Meetings o the Company held during the Financial Year 2011-2012, on the ollowingdates: 20th May, 2011, 29th July, 2011, 20th October, 2011 and 24th January, 2012.

Mr. Vamanrai V. Parekh and Mr. Sharad V. Parekh are brothers. Further Mr. Hiten V. Parekh & Mr. Manish V.

Parekh are sons o Mr. Vamanrai V. Parekh and Mr. Nayan S. Parekh is son o Mr. Sharad V. Parekh.Except the above there are no inter-se relationships among the Directors.

3. AUDIt COMMIttee

The Company has constituted the Audit Committee as required under Section 292A o the Companies Act,1956 and under Clause 49 o the Listing Agreement with the Stock Exchanges. The scope o activities andpowers o the Audit Committee includes the areas prescribed under the Clause 49 o the Listing Agreementand Section 292A o the Companies Act, 1956.

Dails o h composiion o h Audi Commi and andanc o h Mmbrs ar as

ollows:

Nam o Dircor CagoryNo. o Mings

Hld Andd

K. R. Ramamoorthy Independent, Non- Executive Chairman 4 4

Mahendra V. Doshi Independent, Non-Executive 4 4

D. B. Engineer Independent, Non-Executive 4 3

R. P. Goyal1 Independent, Non-Executive 4 1

Vamanrai V. Parekh Promoter, Non-Executive 4 41 Ceased to be Director w.e.. 22nd October, 2011.

The Company Secretary acts as the Secretary to the Committee.

The Managing Director, Executive Directors, Senior Executives representing Finance, Accounts and InternalAudit unctions o the Company, Statutory Auditors and Internal Auditors are invitees to the Meeting.

trms o Rrnc:

The Terms o Reerence o Audit Committee are wide enough to cover the matters specied or AuditCommittees under Clause 49 o the Listing Agreement, as well as in Section 292A o the Companies Act,

1956, which are as ollows:a) to oversee the Companys nancial reporting process and disclosure o nancial inormation to refect a

true and air position o the Company;

b) to review the adequacy o internal audit unction and discussion with Internal Auditors o any signicantndings and ollow-up thereon;

c) to review with the management, perormance o Statutory Auditors and Internal Auditors , the adequacyo internal control systems;

d) to recommend to the Board, appointment and replacement or removal o External Auditors, xation o

audit ees and approval or payment o other services;e) to review with the management and External Auditors, the quarterly and annual nancial statements

beore submission to the Board;

) to discuss with Statutory Auditors beore commencement o their audit, nature and scope o audit aswell as have post audit discussion to ascertain any area o concern.

4. ReMUNeRAtION COMMIttee

th composiion and andanc o h Rmunraion Commi Mmbrs a h rspcivmings is as undr:

Nam o Dircor Cagory No. o Mings

Hld Andd

K. R. Ramamoorthy Independent, Non- Executive Chairman 1 1

Mahendra V. Doshi Independent, Non-Executive 1 1

D. B. Engineer Independent, Non-Executive 1 1

The Company Secretary acts as the Secretary to the Committee.


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Nilkamal Limited

trms o Rrnc:

i) To determine on behal o the Board o Directors and on behal o the shareholders o the Companywith agreed terms o reerence, the Companys policy on specic remuneration packages or ExecutiveDirectors including pension rights and any compensation payment;

ii) To determine on behal o the Board o Directors the remuneration payable to the other Non-ExecutiveDirectors;

iii) To approve remuneration payable to managerial personnel in terms o Schedule XIII o the CompaniesAct, 1956 in the event o the Company not having prots or its prots being inadequate in any FinancialYear.

Rmunraion Policy:

The Remuneration package o the Executive Directors is decided ater taking into account perormance othe Company, trend in industry, appointees qualications, experience, past perormance, past remuneration,etc.

5. ReMUNeRAtION OF DIReCtORS

The Company pays remuneration to its Managing Director and Executive Directors by way o salary, perquisitesand allowances (a xed component) within the range as approved by the Shareholders.

The Non-Executive Directors are paid remuneration by way o sitting ees or attending the meetings o theBoard o Directors, Audit Committee and Remuneration Committee as applicable to each o them.

th dails o rmunraion paid o h Dircors during h Financial Yar 2011-2012 ar givnblow:

Dircor Salary &prquisis (`)

**Siing s(`)

toal (`) No. o Sharshld as on31-03-2012

D.B. Engineer N.A. 115,000 115,000 Nil

K.R. Ramamoorthy N.A. 150,000 150,000 Nil

Mahendra V. Doshi N.A. 150,000 150,000 32,000

Muazzal S. Federal N.A. 80,000 80,000 Nil

R. P. Goyal N.A. 35,000 35,000 100

Rajesh R. Mandawewala N.A. Nil Nil Nil

S. K. Palekar1 N.A. Nil Nil Nil

Vamanrai V. Parekh N.A. 140,000 140,000 1,795,462

Hiten V. Parekh 10,614,594 N.A. 10,614,594 1,139,455

Manish V. Parekh 9,931,361 N.A. 9,931,361 711,778

Nayan S. Parekh 8,619,790 N.A. 8,619,790 1,084,995

Sharad V. Parekh 10,739,736 N.A. 10,739,736 1,292,908

**Sitting ees include ees or attending the Board Meetings, Audit Committee Meetings and RemunerationCommittee Meetings.

1 Appointed as an Additional Director w.e.. 17th April, 2012.

Note:- No amount by way o commission was paid to any Director during the Financial Year 2011-2012.

6. CODe OF CONDUCt

As per the provisions o Clause 49 o the Listing Agreement,the Company has ramed a Code o Conduct orthe Board Members and Senior Management which was approved and adopted by the Board o Directorsat their meeting held on 29th October, 2005. The Code o Conduct has been posted on the website o the

Company (http://www.nilkamal.com). The Code has been circulated to all members o the Board and SeniorManagement o the Company who have conrmed compliance therewith.


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Nilkamal Limited

7. SHAReHOLDeRS/ INVeStORS GRIeVANCe COMMIttee

The Board has constituted Shareholders/Investors Grievance Committee which looks into redressal oshareholders and investors grievances. The ollowing are the members o the Committee:

Nam o Dircor Dsignaion Cagory

Vamanrai V. Parekh Chairman Non-Executive

Sharad V. Parekh Director Executive

Hiten V. Parekh Director Executive

The Company Secretary is the Compliance Ocer to this Committee.

Rpor on complains rcivd rom h Invsors during h priod 1s April, 2011 o 31s March,2012.

Opning Balanc No. o complains/lrs

rcivd during h Yar

No. o complains/

lrs andd

Closing Balanc

Nil 6 6 Nil

The Company has assigned its share transer and dematerialisation work to M/s. Link Intime India PrivateLimited, Registrar and Transer Agents. As on 31st March, 2012 there were no dematerialisation requests andshare transer applications pending or approval with the Registrars.

8. GeNeRAL BODY MeetINGS

Dails o h locaion o h las hr Annual Gnral Mings (AGM) and dails o hrsoluions passd or o b passd by Posal Ballo:

Annual GnralMing (AGM)

Da tim Vnu Spcial Rsoluion Passd

25th AGM 30-7-2011 11.30 a.m. Survey No. 354/2 &354/3, Near RakholiBridge, Silvassa-Khanvel Road, Vasona,Silvassa-396 230, UnionTerritory o Dadra &Nagar Haveli.

Nil

24th AGM 31-7-2010 11.00 a.m. Survey No. 354/2 &354/3, Near RakholiBridge, Silvassa-Khanvel Road, Vasona,Silvassa-396 230, UnionTerritory o Dadra &Nagar Haveli.

1) Re-appointment o Mr. Sharad V.Parekh as the Managing Directoro the Company alongwiththe change in the terms o hisremuneration.

2) Re-appointment o Mr. Hiten V.Parekh, Mr. Manish V. Parekhand Mr. Nayan S. Parekh as theExecutive Directors o the Company

alongwith the changes in theterms o their remuneration.

23rd AGM 13-8-2009 11.30 a.m. Survey No. 354/2 &354/3, Near RakholiBridge, Silvassa-Khanvel Road, Vasona,Silvassa-396 230, UnionTerritory o Dadra &Nagar Haveli.

Nil

All special resolutions set out in the Notices or the Annual General Meetings were passed by the Membersat the respective meetings with requisite majority.

Passing o Rsoluion by Posal Ballo

During the Financial Year ended 31st March, 2012, a Special Resolution was passed on 30th July, 2011 by wayo Postal Ballot conducted under the provisions o Section 192A o the Companies Act, 1956 read with theCompanies (Passing o the Resolution by Postal Ballot) Rules, 2001 or Alteration o the other object oClause III o the Memorandum o Association o the Company by inserting new object clauses in order toextend the sphere o its operations.


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Nilkamal Limited

Mr. Pratik M. Shah, Practising Company Secretary, Mumbai was appointed by the Board o Directors asScrutiniser or conducting the postal ballot process in a air and transparent manner. The last date or receipto the duly completed postal ballot orm was xed as 25th July, 2011.

The result o the Postal Ballot as submitted by the Scrutiniser is reproduced herein below:

Pariculars Vos Numbr oShars

Prcnag

For 269 9,187,222 99.99

Against 9 522 0.01

Invalid 2 130 0.00

toal 280 9,187,874 100

At the ensuing Annual General Meeting, no resolution is proposed to be passed by Postal Ballot.

9. DISCLOSUReSl There were no materially signicant related party transactions entered into by the Company with its

Promoters, Directors or Management, their subsidiaries or relatives etc. that may have potential confictwith the interest o the Company at large. The details o transactions with related parties are disclosedin the nancial statements.

l There has been no non-compliance by the Company nor were any penalties or strictures imposed onthe Company by the Stock Exchanges or SEBI or any other statutory authority, on any matter related tocapital markets during the last three years.

l The process o identication and evaluation o various risks inherent in the business environment

and the operations o the Company and initiation o appropriate measures or prevention and / ormitigation o the same is dealt with by the concerned operational heads under the overall supervisiono the Managing and Executive Directors o the Company. The Management periodically reviews theadequacy and ecacy o overall risk management system.

10. MeANS OF COMMUNICAtION

l The nancial results are published in Financial Express (English) and Daman Ganga Times.

l The Companys results, ocial news releases and presentations made to analyst and institutionalinvestors are displayed on the Companys websitewww.nilkamal.com.

11. GeNeRAL SHAReHOLDeR INFORMAtION

Annual Gnral Ming

Da & tim 4th August, 2012 at 12.00 noon

VnuSurvey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa-Khanvel Road,Vasona, Silvassa-396 230, Union Territory o Dadra & Nagar Haveli.

Financial Calndar

Financial Year : 1st April, 2012 to 31st March, 2013.Results or Quarter ending:30th June, 2012 Beore 14th August, 2012.30th September, 2012 Beore 14th November, 2012.31st December, 2012 Beore 14th February, 2013.31st March, 2013 Beore 30th May, 2013.

Da o Book Closur From 28th July, 2012 to 4th August, 2012 (both days inclusive).

Dividnd Paymn Da Credit/ dispatch between 10th August, 2012 to 18th August, 2012.

Lising on Sock exchangs

1. The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, DalalStreet, Mumbai 400001.

2. National Stock Exchange o India Limited, Exchange Plaza, 5th

Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East),Mumbai 400051.

Sock Cod1. The Bombay Stock Exchange Limited 5233852. National Stock Exchange o India Limited - NILKAMAL

Dma ISIN in NSDL andCDSL or equiy Shars

INE310A01015

The Company has paid the Annual Listing ees to each o the above Stock Exchanges, or the Financial Year2011-2012.


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Nilkamal Limited

Mark Pric Daa

Bombay Sock exchang Ld. Naional Sock exchang o India Ld.

Monh High Low Monh High Low

April, 2011 328.00 299.00 April, 2011 324.90 296.05

May, 2011 319.75 273.00 May, 2011 319.00 272.85

June, 2011 286.95 233.80 June, 2011 286.95 235.00

July, 2011 309.00 251.10 July, 2011 304.95 250.50

August, 2011 310.00 235.25 August, 2011 310.00 235.05

September, 2011 280.00 239.90 September, 2011 291.20 239.00

October, 2011 271.95 253.25 October, 2011 283.80 252.55November, 2011 297.95 212.00 November, 2011 309.90 210.00

December, 2011 256.95 177.00 December, 2011 254.25 180.00

January, 2012 220.00 182.25 January, 2012 229.90 182.15

February, 2012 246.00 193.75 February, 2012 246.30 193.50

March, 2012 244.50 207.50 March, 2012 244.70 205.00

Prormanc in comparison o broad-basd indics such as BSe Snsx Shar Pric Movmnduring ach monh o h Financial Yar 2011-2012 *

* Sourcs www.bsindia.com.

Rgisrar and transr Agns

M/s. Link Intime India Private Limited (Link Intime), C-13, Kantilal Maganlal Estate, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W), Mumbai 400 078; Tel: 022-25946970, Fax: 022-25946969, Email: [email protected] are the Registrar and Share Transer Agents or physical shares o the Company. Link Intimeis also the depository interace o the Company with both National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL).

Disribuion o Sharholding as on 31s March, 2012

Slab o equiy Shars No. oSharholdrs

% oSharholdrs

Amoun in` % oSharholding

1-5000 7495 93.00 7,917,890 5.31

5001 to 10000 282 3.50 2,225,030 1.49

10001 to 20000 132 1.64 2,006,460 1.34

20001 to 30000 33 0.41 804,260 0.54


Nilkamal Limited C G R


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Nilkamal Limited

Slab o equiy Shars No. oSharholdrs

% oSharholdrs

Amoun in` % oSharholding

30001 to 40000 19 0.24 649,610 0.44

40001 to 50000 13 0.16 601,580 0.40

50001 to 100000 25 0.31 1,789,890 1.20

100001 and above 60 0.74 133,230,530 89.28

toal 8059 100.00 149,225,250 100.00

Cagoris o Sharholdrs as pr Claus 35 o h Lising Agrmn

Cagory No. oSharholdrs

Voing Srngh(%)

No. o shars

Promoter and Promoter Group 27 62.19 9,280,385

Mutual Funds & UTI 9 17.10 2,551,183Banks, Financial Institutions,Insurance Companies

5 0.86 128,044

FII 2 0.00 200

Bodies Corporate 304 3.02 450,446

Individuals 7,612 15.24 2,274,611

NRIs & OCB 100 1.59 237,656

toal 8,059 100 14,922,525

Dmarialisaion o shars and liquidiy

98.34 % o the Companys Share Capital is dematerialised as on 31st March, 2012. The Companys shares areregularly traded on the Bombay Stock Exchange Limited and the National Stock Exchange o India Limited.

Plan Locaions:

Barjora Unit Plot No. 1498/2613, WBIDC Industrial Complex, Barjora Mejia Road, P. O. & P.S.Barjora, District: Bankura, Pincode 722 202, West Bengal.

Hosur Unit Part o Survey No. 149, 151 to 153, 227 and 299/1, Next to GNB Factory,Nallaganakothapalli Village, Koneripalli Post, Hosur Taluk, Krishnagiri District,

Tamilnadu - 635 117.Jammu Unit Phase II, Industrial Growth Centre, Samba 184 121, Jammu & Kashmir.

Kharadapada Unit Survey No. 389, 391, 393, 396 & 401 Naroli Kharadpada Road, Village:Kharadpada, Silvassa -396 230, Union Territory o Dadra & Nagar Haveli.

Noida Unit Plot No.26, B& C Sector No.31, Surajpur Kasna Road, Behind HPCL Gas Plant,Gautam Budha Nagar, Greater Noida 201 310, Uttar Pradesh.

Puducherry Unit 19/3-5, 18/1-B & 21/6, Olaivaikkal Village, Villianoor - Pathukannu Road, VillianoorTaluk, Puducherry 605 502.

Sinnar Unit STICE, P lot No.971/1A, Sinnar Shirdi Road, Musalgaon, Sinnar-422 103,

Dist. Nashik, Maharashtra.

Vasona Unit Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa- Khanvel Road, Vasona,Silvassa - 396 230, Union Territory o Dadra & Nagar Haveli.

Rgisrd Ofc and Corpora Ofc:

Registered Oce Survey No. 354/2 & 354/3, Near Rakholi Bridge, Silvassa- Khanvel Road, Vasona,Silvassa - 396 230, Union Territory o Dadra & Nagar Haveli.

Corporate Oce Nilkamal House, 77/78, Road No.13/14, MIDC, Andheri (E), Mumbai 400 093.

Addrss or Corrspondnc:

Investors can communicate at the ollowing addresses:1. Ms. Prii P. Dav Company Scrary 2. M/s. Link Inim India Priva Limid

Nilkamal Limited C-13, Kantilal Maganlal Estate,Nilkamal House, 77/78, Pannalal Silk Mills Compound,Road No. 13/14, MIDC, L.B.S. Marg, Bhandup (W),Andheri-East, Mumbai 400 093. Mumbai 400 078.E-mail:- [email protected] Tel: 022-25946970, Fax: 022-25946969Tel:- 022-42358888 Fax:- 022-26818080 Email: [email protected]


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Nilkamal Limited

Audiors Crifca rgarding complianc o condiions o Corpora Govrnanc

To the Members o Nilkamal Limited

We have examined the compliance o conditions o Corporate Governance by Nilkamal Limited, or the year ended31st March, 2012, as stipulated in Clause 49 o the Listing Agreement o the said Company with Stock Exchangesin India.

The compliance o conditions o Corporate Governance is the responsibility o the Companys management. Ourexamination was carried out in accordance with the Guidance Note on Certication o Corporate Governance (asstipulated in Clause 49 o the Listing Agreement), issued by the Institute o Chartered Accountants o India andwas limited to procedures and implementation thereo, adopted by the Company or ensuring the complianceo the conditions o Corporate Governance. It is neither an audit nor an expression o opinion on the nancialstatements o the Company.

We certiy that the Company has complied with the conditions o Corporate Governance as stipulated in theabove mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the uture viability o the Company nor the eciencyor eectiveness with which the management has conducted the aairs o the Company.

For Dalal & ShahFirm Registration Number: 102021WChartered Accountants

S. VnkashPartnerMembership Number: F-037942

Place : MumbaiDate : May 11, 2012

For Vora & AssociasFirm Registration Number: 111612WChartered Accountants

Mayur A. Vora

PartnerMembership Number: F-030097


Nilkamal Limited Managmn Discussion And Analysis


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Nilkamal imited

MANAGeMeNt DISCUSSION AND ANALYSIS

INDUStRY StRUCtURe AND DeVeLOPMeNt OPPORtUNItIeS, tHReAtS, RISKS, CONCeRNS ANDOUtLOOK:-

The year 2011-12 was challenging on many ronts. Infationary pressures continued unabated during the year.

Fuel price hikes and a steep depreciation in the Indian Rupee added to input costs. Liquidity conditions weretight with persistent hardening o interest rates. Also the global economic developments aected infows andinvestments into India. All this had an adverse impact on Indian corporate sector. The challenges aced by theIndian economy has resulted into a ailed opportunity or the Indian plastic industry to transorm the lowerinternational commodity prices into lower prices in rupee terms.

However, the Indian market players are convinced that India has robust long-term growth prospects. Theconsumption o petrochemicals is projected to hit 53.2m TPA by 2016-2017, up rom 31.9m TPA in 2011-2012. Itshould be noted that crude oil and naptha prices have been a cause o concern or Companies as imports tend tobecome more expensive, none the less India is set to become more sel reliant and will grow enough to suceits domestic demand or polymers.

We continue to see a large & growing total available market in both our ocus segments i.e. the Home & theShop Floor. The potential o increases in combined sales o our urniture, home-accessories, mattress & material-handling products remains robust due to steadily increasing levels in consumer awareness, government spending,industrial productivity, wage infation & industrial real-estate infation. On the down-side, increase in personaltaxes, infation, eect o last years increase in interest rates remained a considerable risks.

Plasic Division

The Plasic Businss has achieved a volume growth o 6% and value growth o 15%. During the Financial Year2011-12 it has achieved total turnover o`142,754 Lacs as compared to`123,511 Lacs in the previous year.

The Furniur Businss witnessed a top line growth o 11% in revenue terms over the previous nancial year.This Division o the Company continues to enjoy a strong leadership position with a market share o nearly 38%and a lead o nearly two times to its closest competitor. The raw material prices witnessed a rise o 15% overprevious years average. The extension o range and the geographical penetration helped the division not onlyto pass on the increase o raw material prices to a large extent but also grow in revenue terms.

The Furniture Division has increased its range in value added products with the introduction o additional SKUsin oce seating solution, hybrid designer chair to service commercial establishments. In the Financial Year 2011-12the large network o 1000 plus distributors and nearly 20,000 plus retailers has helped to launch additionalranges in Traded Furniture Products like Computer Table, TV Trolley, Home urnitures like dining table, living

room urniture and gain substantially in value terms. In order to increase the visibility o these products theCompany has also launched nine Nilkamal Home Idea stores ranging rom 3,000-6,000 sq.t. in seven 2/3 Tiercities in India.

We strongly believe that Indian GDP growing at a stable pace would unold a lot o opportunities as the growingmiddle class would need quality home urniture to meet their aspirations o building up their homes. The currentbase o approximately 5 crores satised households would serve as an ideal base or the initial penetration oall the value added products introduced by the Company. Apart rom this to trigger customers seeking high endplastic moulded chair or replacement o their existing chairs, the Company has already introduced a Premiumrange which have been growing over 40% on a year-on-year basis. The pan India penetration and the strength

o servicing the customers through depots in all major cities would urther augment our leadership position andwould help to grow at 12-15% in revenue terms.

Marss Division

Mattress industry in India is estimated to be at`5,400 crores with a growth potential o 15% p.a. The mattressmarket is categorized into our segments viz. cotton, coir, oam and spring mattresses. The rubberized Coir Industryis highly ragmented with a potential o approximately`2,000 crores turnover. The unorganized players are verydominant in this market, which is extremely price sensitive. There are very ew organized players.

The market has developed rom cotton to coir to poly urethane oam and ast picking up towards growth indemand or spring mattresses.

Rise in income levels, liestyle spending by Indian middle class is helping mattress industry to grow. Traditionalmattress users are shiting towards luxurious, comortable healthcare mattresses. Boom in Indian housing industry,increasing urbanization have been driving growth in the mattress industry. The industry is also driven by seasonalityo estivals and weddings . In order to cater to the ever increasing demand o younger generation with increasingincome and the other important actors mentioned above, your Company has decided to get in to the brandedmattress market segment with innovative products.

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Robust distribution network becomes key to the success in this business. Your Companys strength lies in its brandleadership in moulded urniture segment, its strong distribution network and its trade relations, which wouldallow it to cater to the Home Comort segment as well as the mattress segment.

Your Company has launched mattresses in southern part o the country and received encouraging response romthe trading community. More than 1000 retail counters have been appointed as dealers and sub dealers duringthe last nine months.

The manuacturing unit has been established in rst quarter o Financial Year 2012 at Hosur in Tamil Nadu.Machineries have been imported rom Germany and Switzerland to ocus on the quality and innovation.

The Company has introduced a ull range o rubberized coir, oam and innovative spring mattresses. Your Companyidentied the three major attributes o requirement o Indian consumers viz. Comort, Support or the spine andwellness. The Company is working towards oering all three attributes in all the range o mattresses oeredby it.

For the rst time in India Veronica-mattress which has rm and sot on the same surace o the mattress have

been introduced by your Company and it is getting good response rom the consumers and the traders.Economy spring mattress, also or the rst time in India, in our inches thickness have been recently introducedby your Company at a price lower than coir mattress. This has been positioned or the price sensitive tier twotown markets where spring mattress is becoming an alternative to cotton and coir. Your Company eels that suchinnovative products will become trend setter in the mattress industry.

thras and risks

1. Competition with the regional players with low technology.

2. Cotton mattress still dominating major share o the market.

3. Increasing reight cost giving edge to regional players.

Fuur Oulook

Mattress market is throwing up opportunities or premium products which are technically superior. Higherpurchasing power backed by higher income levels, increased urbanization, rising construction activity in housingsegment and easy availability o loans are boosting growth in this industry. Quality is attracting towards organizedsector in the mattress industry .

The strength o Nilkamal Brand is extended to mattresses and eorts are taken to oer to the current marketingand distribution network o urniture, the complete range o mattresses as per the requirement o the consumer

and market segments.Your Companys investments in production units in eastern and northern part o the country is bound to createpositive impact in mattress industry.

The Marial Handling Businss grew by 20% in value terms & 16% in volume terms. Nilkamal continued toexhibit a market leader position in the material handling segment through PRODUCT BREDTH combined withpan-India DIRECT SALES REACH to the end customer through 400+ sales team positioned in 50+ sales oces andmanuacturing & distribution network o 8 plants & 60+ warehouses.

Your Company saw signicant growth in ood processing & ood storage segment through sales o various productslike crates, pallets, material handling equipment & racking. We continue to remain bullish about this segment

given recently introduced government incentives to spur investment in this segment.

The Governments ocus to decrease ood infation & wastage in the agriculture & horticulture sectors especiallythe handling, storage & transportation o produce remains to be an enormous opportunity or the Company.

Our Material Handling Equipment product sales also saw good growth. The increasing scarcity o labour andresulting wage infation remain undamental growth drivers or our equipment products.

Your Company also realized good sales growth in Civic Amenities & Sanitation products. Central & State Governmentspending in sectors like sanitation, waste-mangement and road development continue to bode well or theseproducts.

Your Company started selling light, easy-to-erect & quick-to-dismantle injection molded plastic ormwork systemswith a lower cost o ownership compared to the wood & metal ormwork that is ubiquitously used in constructionprojects today. We are in the process o scaling up this product line. We also started our rst mass housing projectunded by the JNNURM scheme or the economically weaker & low income group in Gujarat using most eectiveand quick construction technique.

Our Joint Venture with the Cambro Manuacturing Company, USA was protable in the rst year o its operations.As with streamlined distribution and local manuacturing & export o key products or the commercial oodservice segment. We remain optimistic about potential sales o these products to upcoming Hotel projects, the

d k d

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Our Joint Venture with Bito Lagertechnik Bittmann GmbH, Germany to manuacture & supply steel storage &racking systems became protable. We realized signicant increase in sales, improved manuacturing ecienciesand power rate at our Jammu plant. Ever increasing industrial real estate costs & inventory levels to sustainindustrial output remain signicant drivers or these products.

The coming o age o Indias Industrial Sector coupled with the ever- increasing ocus on improved actory outputwith less dependency on labour continues to serve well or all our material handling products.

The rise in the price o crude and the weakening o Indian Rupee will denitely remain a major concern or thebusiness.

Lisyl Furniur, Furnishing and Accssoris Division:

@home The Mega Home Store is the Companys retail business division. With 20 stores spread across 11 cities,covering a retail space o over three and a hal lakh sq. t., @home today has become a trusted brand among theconsumers & has acquired a reputation o a serious player in the Indian Home Retailing Industry.

In the FY 2011-12, the Brand conducted a Market & Consumer research exercise supported by Technopak

Advisors with an objective to measure perormance, to gauge consumer expectations and to identiy newgrowth opportunities. The resultant outcome was positive and there were learnings derived which have beenimplemented thereon.

@home has now taken the next big leap! The Brand will soon go the E-commerce way. All @home products willnow be available online through their own web portal and through other leading portals the Brand has partneredwith. @homes digital presence can also be elt with the various Social Media Marketing initiatives conducted.

In the FY 2011-12, @home has taken various steps to enhance their customer experience. The Brand has launchedits own Customer Loyalty solution on a mobile based CRM platorm, an in-store radio to enhance the shoppingexperience and a hassle ree & simplied interest ree EMI scheme.

The second hal o FY 2011-12 witnessed signs o resistance and a slight uncertainty in the market backed by earso economic slowdown. This adversely eected the entire organized retail industry, who were either stagnantor saw a downward trend in the market. Despite all odds, @home has registered a turnover growth o 11% inFY 2011-12 (`19,127 Lacs ) over FY 2010-11 (`17,215 Lacs). In the same year, @home added 4 new stores.This expansion is primarily based on cluster strategy wherein 3 new stores have been added in the existingmarkets.

The total Indian Furniture Market is estimated to be more than`70,000 Crores. The industry is dominated by theunorganized sector, which constitutes more than 90% o the market. The organised sector is growing at about30% CAGR. Furniture segment comprises 65% o the home market and 35% o institutional demand.

Economic uncertainty coupled with adverse currency fuctuation are a threat to the business, as home urnitureis not purchased requently, the decision involves a lot o deliberation and needs a larger outlay o unds or ourtarget customer.

The Management believes that the entry o more organized players will accelerate the shit rom unorganized toorganized market. The organized sector will acilitate the consumers with benets such as wide product range,quality products, home dcor ideas, easy nance options, warranty & ater sales service.

Financial Rviw

Opraing Prof

The Company registered Operating Prot o`15,122 Lacs against`13,318 Lacs in the previous year, an increaseo 13.55 % over the previous year.

The operating margin or the year was 10.54 % as compared to 10.64 % in the previous year. The operatingmargin o plastic business stood at 12.22% compared to 11.90% in previous year.

Inrs

Interest and Financial cost has been increased by`947 Lacs i.e. rom`3,021 Lacs to`3,968 Lacs. This is due toincrease in average utilisation o borrowed unds & its cost. The increase in borrowed und was due to capitalexpenditure o`8,116 Lacs & increased working capital requirement with growth in business.

N Prof

The Company has made Net Prot ater tax o`5,560 Lacs as against`5,246 Lacs, an increase o 6%.

Dividnd

The Company has proposed nal dividend o`4 per equity shares (40%) or the current year. The total outfowamounts to`693.73 Lacs including dividend distribution tax.

g y

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Capial employd

The total capital employed stood at `76,612 Lacs against`65,824 Lacs o Previous Year. Return on AverageCapital employed is 13.38% against 13.92% o previous year, while Return on Equity is 14.63% against 17.29%o previous year.

The total debt to equity stands at 0.89 time against 0.85 time o the previous nancial year.Subsidiary and Join Vnur Prormanc

The Sri Lankan Subsidiary has achieved turnover o SLR 13,730 Lacs and net prot o SLR 769 Lacs as compared toprevious year turnover o SLR 12,168 Lacs and net prot o SLR 696 Lacs.

During the year under review, the Company has received towards Technical and Management Fees o`151 Lacs(Previous Year`127 Lacs) and dividend o`60 Lacs (Previous Year`61 Lacs ) rom the said subsidiary.

The subsidiary at Ajman has achieved a turnover o AED 107 Lacs with net prot o AED 8 Lacs against previousyear turnover o AED 98 Lacs with net prot o AED 2 Lacs. The Company has received`51 Lacs as dividend rom

the said subsidiary.The Joint Venture Company Nilkamal BITO Storage Systems Pvt. Ltd. is in manuacturing o storage systems ometal. In th year o operation, it has achieved turnover o`4,882 Lacs and has achieved Prot o`492 Lacs ascompare to Previous Year turnover o`3,852 Lacs and net loss o`66 Lacs. The Company has received`157 Lacs(previous year`116 Lacs) towards Technical and Management Fees rom the said Joint Venture Company.

The Joint Venture Company Cambro Nilkamal Pvt. Ltd. carry out the business o manuacturing and importingo the extensive range o quality products or the ood service industry and its distribution. The Company hasachieved in its rst year o operation turnover o`794 Lacs and net prot o`105 Lacs. During the year underreview, the Company has received towards Technical and Management Fees o`50 Lacs (Previous Year Nil)

Inrnal Conrol Sysms and thir Adquacy

The internal control systems o the Company is in place & is commensurate with the size & scale o its operations.The Internal Audit Department with the help o external agencies & based on risk assessment, regularly perormsinternal audits & ensure the eectiveness o internal control systems.

During the year under review the Company has upgraded its SAP system & also implemented new improvedBusiness Analytical Tools such as CRM o sales orce, Business Intelligence etc. These tools will help to improve &strengthen internal control system.

The Company has implemented suitable controls on ongoing basis to assure that all resources are utilized optimally,

nancial transactions are reported with the accuracy and all applicable laws and regulations are strictly compliedwith. The audit ndings are reviewed by the Audit Committee o the Board and corrective actions as deemednecessary are taken.

Human Rsourcs and Indusrial Rlaions

Your Companys Industrial Relations continued to be harmonious during the year under review. The Companycontinues to invest in people through various initiatives which enable the work orce to meet out the productionrequirements and challenges related thereto and to inuse positive enthusiasm towards the organization. Theemployee strength o your Company is currently around 2900.

Cauionary Samn

The Management Discussions and Analysis Statement made above are on the basis o available data as well ascertain assumptions as to the economic conditions, various actors aecting Raw Material Prices, Selling Prices,Trend and Consumer Demand and preerence, governing and applicable laws and other economical and politicalactors. The Management cannot guarantee the accuracy o the assumptions and projected perormance o theCompany in uture. It is thereore, cautioned that the actual results may dier rom those expressed and impliedtherein.

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AUDItORS RePORt tO tHe MeMBeRS OF NILKAMAL LIMIteD

We have audited the attached Balance Sheet o Nilkamal Limited (the Company) as at 311. st March, 2012,and the related Statement o Prot and Loss and Cash Flow Statement or the year ended on that dateannexed thereto, which we have signed under reerence to this report. These nancial statements are theresponsibility o the Companys Management. Our responsibility is to express an opinion on these nancial

statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Stan-2.dards require that we plan and perorm the audit to obtain reasonable assurance about whether the nancialstatements are ree o material misstatement. An audit includes examining, on a test basis, evidence support-ing the amounts and disclosures in the nancial statements. An audit also includes assessing the accountingprinciples used and signicant estimates made by Management, as well as evaluating the overall nancialstatement presentation. We believe that our audit provides a reasonable basis or our opinion.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors3.Report) (Amendment) Order, 2004 (together the Order), issued by the Central Government o India in

terms o sub-section (4A) o Section 227 o The Companies Act, 1956 o India (the Act) and on the basis osuch checks o the books and records o the Company as we considered appropriate and according to theinormation and explanations given to us, we give in the Annexure a statement on the matters specied inparagraphs 4 and 5 o the Order.

Further to our comments in the Annexure reerred to in paragraph 3 above, we report that:4.

We have obtained all the inormation and explanations which, to the best o our knowledge and belie,(a)were necessary or the purposes o our audit;

In our opinion, proper books o account as required by law have been kept by the Company so ar as(b)appears rom our examination o those books;

The Balance Sheet, Statement o Prot and Loss and Cash Flow Statement dealt with by this report are(c)in agreement with the books o account;

In our opinion, the Balance Sheet, Statement o Prot and Loss and Cash Flow Statement dealt with by this(d)report comply with the accounting standards reerred to in sub-section (3C) o Section 211 o the Act;

On the basis o written representations received rom the directors, as on 31(e) st March, 2012 and taken onrecord by the Board o Directors, none o the directors is disqualied as on 31st March, 2012 rom beingappointed as a director in terms o clause (g) o sub-section (1) o Section 274 o the Act;

In our opinion and to the best o our inormation and according to the explanations given to us, the()

said nancial statements together with the notes thereon and attached thereto give, in the prescribedmanner, the inormation required by the Act, and give a true and air view in conormity with the ac-counting principles generally accepted in India:

in the case o the Balance Sheet, o the state o aairs o the Company as at 31(i) st March, 2012;

in the case o the Statement o Prot and Loss, o the prot or the year ended on that date; and(ii)

in the case o the Cash Flow Statement, o the cash fows or the year ended on that date.(iii)

For Dalal & Shah

Firm Registration Number: 102021WChartered Accountants

S. VnkashPartnerMembership Number: F-037942

For Vora & Associas

Firm Registration Number: 111612WChartered Accountants

Mayur A. VoraPartnerMembership Number: F-030097

Place : MumbaiDate : May 11, 2012

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ANNeXURe tO AUDItORS RePORt

ReFeRReD tO IN PARAGRAPH 3 OF tHe AUDItORS RePORt OF eVeN DAte tO tHe MeMBeRS OF NILKAMALLIMIteD ON tHe FINANCIAL StAteMeNtS FOR tHe YeAR eNDeD 31 St MARCH, 2012

1. (a) The Company is maintaining proper records showing ull particulars, including quantitative details and

situation o xed assets.(b) The xed assets are physically veried by the Management according to a phased programme, which in

our opinion, is reasonable having regard to the size o the Company and the nature o its assets. Pursuantto the programme, a portion o the xed assets has been physically veried by the Management duringthe year and no material discrepancies between the book records and the physical inventory have beennoticed.

(c) In our opinion and according to the inormation and explanations given to us, a substantial part o xedassets has not been disposed o by the Company during the year.

2. (a) The inventory (excluding stocks with third parties) has been physically veried by the Management

during the year. In respect o inventory lying with third parties, these have substantially been conrmedby them. In our opinion, the requency o verication is reasonable.

(b) In our opinion, the procedures o physical verication o inventory ollowed by the Management arereasonable and adequate in relation to the size o the Company and the nature o its business.

(c) On the basis o our examination o the inventory records, in our opinion, the Company is maintainingproper records o inventory. The discrepancies noticed on physical verication o inventory as comparedto book records were not material.

3. The Company has not granted/taken any loans, secured or unsecured, to / rom companies, rms or other

parties covered in the register maintained under Section 301 o the Act.The other clauses (iii)(b), (iii)(c), (iii)(d), (iii)() and (iii)(g) o the Order, are not applicable in the case o theCompany or the current year, since in our opinion there is no matter which arises to be reported in theOrder.

In our opinion and according to the inormation and explanations given to us, there is an adequate internal4.control system commensurate with the size o the Company and the nature o its business or the purchaseo inventory, xed assets and or the sale o goods and services. Further, on the basis o our examination othe books and records o the Company, and according to the inormation and explanations given to us, wehave neither come across nor have been inormed o any continuing ailure to correct major weaknesses in

the aoresaid internal control system.(a) In our opinion and according to the inormation and explanations given to us, the particulars o contracts5.

or arrangements reerred to in Section 301 o the Act have been entered in the register required to bemaintained under that section.

(b) In our opinion and according to the inormation and explanations given to us, the transactions made inpursuance o such contracts or arrangements and exceeding the value o Rupees Five Lakhs in respect oany party during the year have been made at prices which are reasonable having regard to the prevailingmarket prices at the relevant time.

6. The Company has not accepted any deposits rom the public within the meaning o Sections 58A and 58AA

o the Act and the rules ramed there under.

In our opinion, the Company has an internal audit system commensurate with its size and nature o its7.business.

We have broadly reviewed the books o account maintained by the Company in respect o products where,8.pursuant to the Rules made by the Central Government o India, the maintenance o cost records has beenprescribed under clause (d) o sub-section (1) o Section 209 o the Act, and are o the opinion that primaacie, the prescribed accounts and records have been made and maintained. We have not, however, made adetailed examination o the records with a view to determine whether they are accurate or complete.

9. (a) According to the inormation and explanations given to us and the records o the Company examined byus, in our opinion, the Company is generally regular in depositing the undisputed statutory dues includingprovident und, investor education and protection und, employees state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues as applicablewith the appropriate authorities.

(b) According to the inormation and explanations given to us and the records o the Company examinedby us, the particulars o dues o sales-tax and excise duty as at 31 st March, 2012 which have not beendeposited on account o a dispute, are as ollows:

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Name o the Statute Nature o dues Amount(`in Lacs)

Period to whichthe amountrelates

Forum wherethe dispute ispending

Central Sales Tax Act andLocal Sales Tax

Central Sales Tax and LocalSales Tax (including Value

Added Tax)

49.42 2005-2008 High Court

236.97 2002-2004 and2007-2009

DepartmentalAuthorities

Central Excise Act andFinance Act

Excise Duty 4.81 1999 2001 High court

324.90 2002 - 2007 Central Exciseand ServiceTax AppellateTribunal

Service Tax 3.24 2009 2010 DepartmentalAuthorities

According to the inormation and explanations given to us and the records o the Company examined by us,there are no dues o Income Tax, Wealth Tax, Service Tax and Customs Duty which have not been depositedon account o any dispute.

10. The Company has no accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in thenancial year ended on that date or in the immediately preceding Financial Year.

11. According to the records o the Company examined by us and the inormation and explanations given tous, the Company has not deaulted in repayment o dues to any nancial institution or bank or debentureholders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis o security by way o pledge o shares,

debentures and other securities.

13. The provisions o any special statute applicable to chit und/ nidhi/ mutual benet und/ societies are notapplicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and otherinvestments.

15. In our opinion and according to the inormation and explanations given to us, the Company has not givenany guarantee or loans taken by others rom banks or nancial institutions during the year.

16. In our opinion, and according to the inormation and explanations given to us, on an overall basis, the term

loans have been applied or the purposes or which they were obtained, except that amounts unutilised asat the close o the year amounting to`933.87 lacs, are lying in bank accounts.

17. On the basis o an overall examination o the balance sheet o the Company, in our opinion and accordingto the inormation and explanations given to us, there are no unds raised on a short-term basis which havebeen used or long-term investment.

18. The Company has not made any preerential allotment o shares to parties and companies covered in theregister maintained under Section 301 o the Act during the year.

19. The Company has not issued any debentures during the year; and does not have any debentures outstanding

as at the year end.20. The Company has not raised any money by public issue during the year.

21. During the course o our examination o the bo

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