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Directors Report Year End : Mar '12    « Mar 11
The Directors have pleasure in presenting the 28th Annual Report
 together with audited accounts for the financial year ended 31st March,
 2012.
 
 1.  FINANCIAL RESULTS
 
 The financial performance of the company for the period under review
 was as follows:
 
                                                 Amount (Lacs)
 
 Particulars                           2011-2012       2010-2011
 
 Total Income                            6422.96         5870.37
 
 Total Expenditure                       6103.40         5431.33
 
 Profit before depreciation, tax and      319.56          439.04
 
 prior period items
 
 Less: Depreciation                        44.87           52.97
 
 Less: Prior period items                   Nil             Nil
 
 Profit/(Loss) for the year before tax    274 68          386 07
 
 Tax expenses 
 
 Profit/ (Loss) after tax                 267 18          379 71
 
 2.  OPERATIONS
 
 The operations of the Company are improving day by day and the
 management is very aggressively striving to achieve the full production
 capacity. The production of the company has increased marginally this
 year and full capacity is still to be achieved. The management is
 taking all necessary steps including various modifications in the plant
 to ensure the full and efficient running of the plant.
 
 Your Directors feel that this current year is going to be better for
 the company as we are striving hard to achieve the full production
 capacity.
 
 3.  FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits during the financial
 year under review.
 
 4.  DIRECTORS
 
 The Board of the Company is duly constituted; there has been no change
 in the composition dunng the year. There are 7 (seven) Non-executive
 Director out of which 4 (four) are independent and 1 (one) Executive
 Director.
 
 In accordance with the provisions of the Companies Act and the Articles
 of Association of the Company, Mr. Sanjeev Jalan, Mr. Sharwn Kanodia
 and Mr. Amit Chaudhary, Directors retires by rotation at the ensuing
 Annual General Meeting and being eligible offers themselves for
 re-appointment. Mr. Sandeep Kanoria is reappointed as Managing Director
 of the Company for a further period of five years.
 
 5.  AUDITORS
 
 M/s V K Jindal & Co. Chartered Accountants are statutory Auditor of the
 Company. M/s Jindal & Co. have expressed their unwillingness to be
 re-appointed as Auditors of the Company, on their retirement at the
 forthcoming Annual General Meeting. The Board records its appreciation
 for the assistance and guidance provided by them during their long
 tenure with the Company. The Board recommends the appointment of Mr.
 Ritesh Bajoria & Co.  Chartered Accountants, as Auditors of the Company
 from the conclusion of this Annual General Meeting of the Company on
 such remuneration as may be fixed by the Board of Directors of the
 Company.
 
 6.  CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Particulars under Section 217(l)(e) of the Companies Act, 1956 to the
 extent applicable to the Company regarding conservation of energy,
 technology and foreign exchange earning and outgo is given as Annexure
 (I) to the Report.
 
 7.  PARTICULARS OF EMPLOYEES
 
 The Company does not have any of its employees drawing remuneration
 attracting the provisions of Section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rules, 1975.
 
 8.  MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
 
 A comprehensive Management''s Discussion and Analysis Report is made a
 part of this Annual Report.
 
 9.  CORPORATE GOVERNANCE
 
 Pursuant to the clause 49 of the Listing agreement with the stock
 exchanges, Corporate Governance Report is made a part of this Annual
 Report.
 
 10.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors states:
 
 a) That in the preparation of the annual accounts, the applicable
 accounting standards have been followed.
 
 b) That the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit of
 the Company for that period.
 
 c) That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities.
 
 d) That the Directors had prepared the annual accounts on a going
 concern basis.
 
 11.  ACKNOWLEDGMENT
 
 Your Directors express their special thanks to the Customers,
 Suppliers, Members, and Employees for their continued support. Your
 directors also gratefully acknowledge the co- operation and assistance
 received from Bank of Baroda, Central and State Government authorities
 for their continued support and valuable assistance.
 
                             FOR AND ON BEHALF OF BOARD OF DIRECTORS
 
                                                 Sd/-
 
 Place: Pune                            (Ramesh Chaudhary)
 
 Date: 03.09.2012                          CHAIRMAN
Source : Dion Global Solutions Limited
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