Content.

1. 2. 3. 4. 5. 6.

Auditors Report Notes to accounts Directors Report Clause-49 of SEBI Section 217 of Indian companies act Section 292 of Indian companies act

Auditors Report
y The fixed assets has been physically verified by the management,

y y y y y

which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. Physical verification of inventory has been undertaken by management. The Company has granted loans to three parties, the parties have been regular in repayment of stipulated principal and interest. The company has taken loans from eleven parties, the company has been regular in repayment of stipulated principal and interest. No dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

Notes to accounts
y Financial statements comply with GAAP. y Depreciation on fixed assets is provided for on straight line method. y Inventories are valued at lower of cost and net realizable value. y The cost of raw materials, packing material stores & spares, consumables,

y y y y

trading items includes duties, taxes other than CENVAT wherever applicable and other expenses incurred to bring the inventories to their present location and condition. Land is valued at the lower of actual cost and net realizable value. Advertisement & publicity items are valued at actual cost or market value whichever is lower. Sales are recognized on dispatch of goods except in the case of exports which are accounted for on the date of Bill of Lading. Contingent loss arising from claims, litigations, assessments, fines, penalties etc. are provided when it is probable that the contingency will result in the loss and reasonable estimate of the amount of the resulting loss can be made.

Directors Report
y Despite the volatility in the prices of main inputs i.e. steel and nickel your

company has increased its production by 7.14% as previous year by introducing attractive and customer friendly models.
y Institutional segment has been growing- Government schemes. y Directors recommend dividend at the rate of Rs. 1.50/- per `A' Equity shares on

3,96,41280 `A' Equity shares and Rs.1.50 per `B' Equity share on 1,80,000 `B' Equity shares for the financial year ended 31st March 2007 .
y The earning per share in case of `A' equity share stood at Rs.25.39 as against Rs.

18.03 in the previous year. Net worth as at 31-03-2007 stood at Rs.536.42 crores as compared to Rs 442.74 crores as at 31-03-2006.
y Company's human resource strategy and practices are designed to ensure that

they integrate with and support the corporate and business strategies of the company.

Clause-49 of SEBI Overview of Clause 49 - Corporate Governance

I. Board of Directors
(A) Composition of Board (B) Non executive directors compensation and disclosures (C) Other provisions as to Board and Committees (D) Code of Conduct II. Audit Committee (A) Qualified and Independent Audit Committee (B) Meeting of Audit Committee (C) Powers of Audit Committee (D) Role of Audit Committee (E) Review of information by Audit Committee

III.

Subsidiary Companies

y One independent director of holding company to be on the board of non-listed subsidiary company. y Audit committee of the holding company shall review financial statements / investments of subsidiary company. y Board minutes of subsidiary company shall be placed for review by the board of holding company. y Directors report of the holding company shall confirm that the affairs of the subsidiary companies have been reviewed

IV.

Disclosures (A) Basis of related party transactions (B) Disclosure of Accounting Treatment (C) Board Disclosures Risk management (D) Proceeds from public issues, rights issues, preferential issues etc. (E) Remuneration of Directors (F) Management (G) Shareholders

V.

CEO/CFO certification a) Financial Statements (i) Do not contain any materially untrue statement. (ii) Present true and fair view of the state of affairs and are in compliance with AS and applicable laws..
b)

No transactions entered is fraudulent or illegal. Accepted the responsibility for establishing and maintaining Internal Controls for the purpose of financial reporting(amended on 13.1.2006) Disclosed to the auditors and Audit Committee deficiencies in the design or operation of internal control.

c)

d)

vi. Report on corporate governance to the stock exchange

y A compliance report within 15 days from the close of the quarter in the

revised format.
y The report contains the entire provisions of the new corporate

governance clause.
y A separate cell is being set up by the stock exchanges to monitor the

compliance of the provisions.

Sec. 217 of companies act

1.

Directors report shall be attached to every balance-sheet laid before a company in general meeting, a report by its Board of directors, with respect to (a) The state of the company s affairs (b) The amounts, if any, which it proposes to carry to any reserves (c) The amount, if any, which it recommends should be paid by way of dividend (d) Material changes and commitments, if any; affecting the financial position of the company (e) The conservation of energy, technology absorption, foreign exchange earnings and outgo

2. The Board s report shall, so far as is material for the appreciation of the state of
the company s affairs by its members and will not in the Board s opinion be harmful to the business of the company or of any of its subsidiaries, deal with any changes which have occurred during the financial year
(a) In the nature of the company s business; (b) In the company s subsidiaries or in the nature of the business carried on

by them
(c) Generally in the classes of business in which the company has an interest.

2A. (a) The Board s report shall also include a statement showing the name of every employee of the company who (i) If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than[such sum as may be prescribed]; or
(ii)

If employed for a part of the financial year, was in receipt of remuneration for any part, of that year, at a rate which, in the aggregate was not less [such sum per month as may be prescribed]; or If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, on the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent, of the equity shares of the company.

(iii)

(b) The statement referred to in clause (a) shall also indicate,

Whether any such employee is a relative of any director or manager of the company and if so, the name of such director, and (ii) Such other particulars as may be prescribed.
(i)

2AA. The Board s report shall also include a Directors Responsibility Statement, indicating therein, (i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures
(ii)

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 That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities That the directors had prepared the annual accounts on a going concern basis

(iii)

(iv)

2B. The Board s report shall also specify the reasons for the
failure, if any, to complete the buy-back within the time specified in sub-section (4) of section 77A.

3. The Board shall also be bound to give the fullest information and explanations
in its report aforesaid, or in cases falling under the proviso to section 222, in an addendum to that report, on every reservation, qualification or adverse remark contained in the auditors report. 4. The Board s report and any addendum thereto shall be signed by its chairman if he is authorised in that behalf by the Board; and where he is not so authorised, shall be signed by such number of directors as are required to sign the balancesheet and the profit and loss account of the company by virtue of sub-sections (1) and (2) of section 215.

5. If any person, being a director of a company, fails to take all

reasonable steps to comply with the provisions of sub-sections (1) to (3), or being the chairman, signs the Board s report otherwise than in conformity with the provisions of sub-section (4), he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to twenty thousand rupees or both 6. If any person, not being a director, having been charged by the Board of directors with the duty of seeing that the provisions of sub-sections (1) to (3) are complied with, makes default in doing so, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to twenty thousand rupees or both

Section 292 -Board of Directors power

y The Board of directors of a company shall exercise the following powers on

behalf of the company, and it shall do so only by means of resolutions passed at meetings of the Board their shares

y (a) The power to make calls on shareholders in respect of money unpaid on y (b) The power to issue debentures y (c) The power to borrow moneys otherwise than on debentures y (d) The power to invest the funds of the company y (e) The power to make loans

Section 292A Companies Act,1956

y Provision of this section came into effect on 13th December 2000 y Applicability to every Public Limited Company having a paid up capital of 5

Crores or more
y Three directors should be the member of Audit Committee (Two should be

non-executive)
y Chairman can be any Director y Default in compliance shall be punishable with imprisonment for a term which

may extend to one year, or with fine which may extend to fifty thousand rupees, or with both.

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