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Kores
KORES (INDIA) LIMITED

75th
ANNUAL REPORT 2009-2010
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KORES (INDIA) LIMITED

75th Annual Report 2009-2010
BOARD OF DIRECTORS AUDITORS SINGHI & COMPANY Chartered Accountants ZONAL & BRANCH OFFICES Ahmedabad Bangalore REGISTERED OFFICE Shri. A. K. THIRANI Managing Director "KORES HOUSE", Plot No. 10, Off. Dr. E. Moses Road, Worli, Mumbai-400018. Bhopal Chandigarh Coimbatore Chennai (Zonal Office) Shri. R. K. SABOO Executive Director FACTORIES / WORKPLACE Thane: Shri. K. G. MENON Director 1st Pokhran Road, Thane (W) 400 606, Maharashtra. Cuttack * Dehradun * Ernakulam
Goa

Shri. S. K. THIRANI Chairman

Shri. J. P. GUPTA Director

Guwahati *

Indore:
Plot No.6, Industrial Area No.1, Pithampur, M. P.

Gurgaon Hyderabad Indore Jaipur Jammu * Kolkata (Zonal Office) Lucknow Mumbai (Zonal Office) Delhi (Zonal Office) Nagpur * Patna Pune* Raipur * Ranchi *

Shri. S. K. PATEL Director

Wankaner: Shri. SAMEER MEHTA Director (w.e.f. 02-03-2010) Shri Amarsinhji Mills Post Bag No.3, Wankaner, Gujarat.

Pune: COMPANY SECRETARY SHRI. SUNILAGARWAL Plant No.l: E-14,15 & 16, Bhosari Industrial Area, Pune - 411 026. Plant No.ll: Gat No. 149, Chakan Talegaon Road, Chakan, Dist. Pune-410501.

BANKERS

CENTRAL BANK OF INDIA STATE BANK OF INDIA STATE BANK OF INDORE BANK OF BARODA DENA BANK

Roha: Plot No. 59A, 65B, 65C & 66A MIDC, Industrial Area, Dhatav, Roha, Dist. Raigad.

Vishakhapatnam Zirakpur (* C & F Offices)

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NOTICE
NOTICE is hereby given that the 75th Annual General Meeting of KORES (INDIA) LIMITED will be held at the Registered Office of the Company at "Kores House" Plot No. 10, Off Dr. E. Moses Road, Worli, Mumbai 400 018 on Wednesday the 25th day of August, 2010 at 4.30 p.m. to transact the following business : ORDINARY BUSINESS : 1. 2. 3. 4. 5. 6. 7. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon. To declare Dividend on Preference Shares. To declare Dividend on Equity Shares. To appoint a Director in place of Shri. R. K. Saboo, who retires by rotation and is eligible for re-appointment. To appoint a Director in place of Shri. K. G. Menon, who retires by rotation and is eligible for re-appointment. To appoint Auditors and to fix their remuneration. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : "RESOLVED that the Board of Directors of the Company be and is hereby authorised to re-appoint M/s. Kirtane & Pandit, Chartered Accountants, Pune, to audit the accounts of the Company's Pefco and Chakan Foundry Divisions situated at Pune for the Financial Year 2010-11 and to fix their remuneration and the terms and conditions on which they shall carry out the audit." 8. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : "RESOLVED that the Board of Directors of the Company be and is hereby authorised to re-appoint M/s. V. B. Haribhakti & Co., Chartered Accountants, Ahmedabad, to audit the accounts of the Company's Textile Division situated at Wankaner for the Financial Year 2010-11 and to fix their remuneration and the terms and conditions on which they shall carry out the audit." 9. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : "RESOLVED that the Board of Directors of the Company be and is hereby authorised to re-appoint M/s. MucKhal & Gupta, Chartered Accountants, Indore, to audit the accounts of the units located at Pithampur, M.P. belonging to the Office Products Division, Engineering Division and Business & Computer Systems Division of the Company for the Financial Year 2010-11 and to fix their remuneration and the terms and conditions on which they shall carry out the audit." 10. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : "RESOLVED that the Board of Directors of the Company be and is hereby authorised to re-appoint M/s. Ramaswamy & Murali Associates, Chartered Accountants, Chennai, to audit the accounts of the Company's Chemical and BCG Units situated atCuddapah, A.P. for the Financial Year 2010-11 and to fix their remuneration and the terms and conditions on which they shall carry out the audit." 11. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : "RESOLVED that Mr. Sameer Merita, in respect of whom the Company has received a notice under Section 257 of The Companies Act, 1956, proposing his candidature for the directorship, be and is hereby appointed as a Director of the Company, liable to retire by rotation." 12. To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution : "RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 310, Schedule XIII and other applicable provisions, if any, qf the Companies Act, 1956 and such other approvals / sanctions as maybe necessary, following remuneration be paid to Mr. R. K. Saboo, Executive Director with effect from 1st April, 2009 as a minimum remuneration for the reduced tenure of his appointment i.e. upto31.03.2012. i) ii) iii) iv) Salary Allowance Bonus Other Benefits & Perquisites a) b) Pay for Performance Amount of Lease Rent / HRA, Gas & Electricity, Water Charges & Soft Furnishing Medical Reimbursement : : Rs.4.2 Lac per annum. Upto Maximum of Rs.7.5 lac (Rupees Seven Lac Fifty Thousands only) per annum. Medical expenses incurred for self and family subject to a ceiling of one month's basic salary in a year oi three months' basic salary for a period of three years. For self and family once in a year of an amount equivalent to one month basic salary. As per Company's rules. : : : Rs.1,25,OOO/-per month, Rs.86,000/- per month, Rs.8,400/- per annum

SPECIAL BUSINESS :

c)

d) e)

Leave Travel Concession Personal Accident Insurance

: :

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f)

Provision of car with driver for use of Company's business and telephone at residence.

"RESOLVED FURTHER that the above remuneration be paid to Mr. R. K. Saboo as minimum remuneration in case of loss or inadequacy of profits in terms of Section II of Part II Table B of Schedule XIII of the Companies Act, 1956. v) Company's Contribution to Provident Fund, Leave and Gratuity as per rules of the Company. "RESOLVED FURTHER that the Board may consider such increments in the said remuneration as may be thought fit from time to time within the limit of Sections 198, 269, 309, 310, Schedule XIII of the Companies Act, 1956." 13. To consider and, if thought fit, to pass with or without modificaticn(s) the following resolution as an Ordinary Resolution : "RESOLVED that pursuant to the provision of Section 94 and other applicable provisions, if any, of the Companies Act, 1956, the Authorized Share Capital of the Company comprising of 75,00,000 Equity Shares of Rs. 10/- each and 2,50,000 Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 10,00,00,000 (Rupees Ten Crores Only) be and is hereby increased to Rs.17,50,00,000 (Rupees Seventeen Crores Fifty Lacs only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 107- each and 2,50,000 (Two Lacs Fifty Thousands) Redeemable Preference Shares of Rs. 100/- each. RESOLVED FURTHER THAT for the purpose of giving effect of this resolution, the Board of Directors of the Company be and is hereby authorised to take all such steps and actions as may be necessary and to settle any question that may arise in this regard." 14. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provision of Section 16 and other applicable provisions, if any, of the Companies Act, 1956, the first paragraph of Clause 5 appearing in the Memorandum of Association of the Company be and is hereby altered by substituting the following clause in its place: The Authorised Share Capital of the Company is Rs. 17,50,00,000/- (Rupees Seventeen Crores Fifty Lacs only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 107- each and 2,50,000 (Two Lacs Fifty Thousands) Redeemable Preference Shares of Rs. 100/- each." ^ 15. To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: "RESOLVED that pursuant to the provision of Section 31 and other applicable provisions, if any of the Companies Act, 1956, the existing Clause 4 in Articles of Association of the Company be and is hereby altered by substituting the following clause in its place: The Authorised Share Capital of the Company is Rs. 17,50,00,000/- ( Rupees Seventeen Crores Fifty Lacs only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- each and 2,50,000 (Two Lacs Fifty Thousands) Redeemable Preference Shares of Rs. 100/- each." 13. To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: "RESOLVED that subject to the provision of Article 153 of the Articles of Association of the Company and as recommended by the Board of Director and, subject to such approvals as may be necessary in this regard, and other applicable provisions, if any, of the Companies Act, 1956, a sum of Rs. 5,50,00,000 (Rupees Five Crores and Fifty Lacs Only) standing to the credit of Share Premium Account as at 31st March, 2010 be and is hereby capitalized and the aforesaid sum of Rs. 5,50,00,000 (Rupees Five Crores and Fifty Lacs Only) be applied for allotment of Bonus Shares to the members whose names appear on the Register of Members as on 25th August 2010 in the proportion of 1(One) such new equity share for every 1(One) existing equity share held by such members respectively on the said date and, be accordingly issued, allotted and credited as Bonus Shares to such members respectively as aforesaid, upon the footing that they become entitled thereto for all purpose as capital and not as income. RESOLVED FURTHER that the Bonus Shares shall rank pari passu in all respect with the existing issued shares, except that they shall be entitled for the dividend on pro rata basis for the financial year in which they are issued. RESOLVED FURTHER THAT no Letter of Allotment shall be issued to the allottees of the Bonus Shares and that the Share Certificate(s) in respect thereof shall thereafter be dispatched to the allottees within the prescribed period. RESOLVED FURTHER THAT the issue and allotment of the said Bonus Shares to the extent they relate to Non Resident Indians (NRIs), Overseas Corporate Body (OCB) and other Foreign Investors of the Company shall be subject to the provisions of Foreign Exchange Management Act, 1999 and Rules made there under, as may be required. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as it may at its sole discretion deem necessary or desirable in regard to issue of Bonus Shares and for giving effect to this resolution" 17. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED THAT in supersession of all previous resolutions passed in this regard, the Consent of the Company be and is hereby accorded in terms of Section 293(1 )(d) and other applicable provisions, if any, of the Companies Act, 1956 and the Memoramdum and Articles of Association of the Company, to the Board of Directors of the Company for borrowing from time to time any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs. 150 Crores (Rupees One Hundred and Fifty Crores only)." 18. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 293(1 )(a) and other applicable provisions, if any, of the Companies Act, 1956, and the Memorandum and Articles of Association of the Company, and subject to other permissions and approvals as may be required, Consent of the Company be and is hereby accorded to the Board of Directors of the Company, to assign, sell and/or

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dispose of the leasehold interest in respect of its registered office premises situated at KORES HOUSE, Plot no. 10, off. Dr. E. Moses Road, Worli, Mumbai -400018 at such price and on such terms and conditions as may be decided by the Board of Directors with power to the Board of Directors to finalize and execute necessary documents including agreements, deeds of assignment / conveyance and other documents and to do all such other acts, deeds, matters and things as it may at its sole discretion deemed necessary and expedient for completion of assignment / transfer / sale of the said premises." By Order of the Board Place : Mumbai Date: 15th July, 2010. Sunil Agarwal Company Secretary

'

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE VALID SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING. 2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of item Nos. 7 to 18 is annexed hereto. 3. The Register of Members and Transfer Register will remain closed from Wednesday, 18th August, 2010 to Wednesday, 25th August, 2010 (both days inclusive) for the purpose of determining the entitlement of the members for dividend declared, if any, and issue of Bonus Shares subject to the approval of Shareholders of the Company. Members are requested to bring their copies of Annual Report at the meeting. The Company has transferred unclaimed dividend upto the year ended 31st March,1998 to the Investor Education and Protection Fund of the Central Government pursuant to Section 205A of the Companies Act, 1956. The dividend remaining unclaimed for a period of 7 years hereafter be transferred to the Investor's Education and Protection Fund. The Shareholders who have not yet encashed their Dividend Warrant for the year 2006-07, 2007-08 and 2008-09 are requested to immediately forward the same to the Company for revalidation. Members are requested to send all communications to the Company at the following address : MIS. KORES (INDIA) LTD, KORES HOUSE, Plot No. 10, Off. Dr. E. Moses Road, Worli, Mumbai - 400 018. Tel. No. : (022) 40974444. Fax No. : (022) 40974440. Email : legal@kores-india.com

4. 5.

6.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item Nos. 7 to 10 It is proposed to re-appoint M/s. Kirtane & Pandit, Chartered Accountants, to audit the accounts of Pefco and Chakan Foundry Divisions at Pune, M/s. V.B. Haribhakti & Co., Chartered Accountants to audit the accounts of the Textile Division at Wankaner, M/s. Muchhal & Gupta, Chartered Accountants to audit the accounts of the Office Products Division, Engineering Division and Business & Computer Systems Division located at Pithampur, M.P. and M/s. Ramaswamy and Murali Associates to audit the accounts of Chemical Division and BCG Unit at Cuddapah, A. P. for the Financial Year 2010-11. The Board recommends passing of these resolutions as item Nos. 7 to 10 of the Notice. None of the Directors is, in any way, concerned or interested in these resolutions. Item No. 11 The Board of Directors of the Company appointed Mr. Sameer Mehta as an additional director with effect from 02"" March 2010. He is entitled to hold office upto the forthcoming Annual General Meeting of the Company. The Company has received notice together with necessary deposit u/s 257 of the Companies Act 1956 from the member of the company signifying his intention to propose the appointment of Mr. Sameer Mehta as a director of the Company. Mr. Sameer Mehta deemed to be concerned or interested in the resolution as the same concern his appointment and Mr. S.K. Thirani and Mr. A.K. Thirani may be deemed to be interested in the resolution as they are related to him. The Board recommends the passing of the above resolution as item No. 11 of the Notice. Save as aforesaid, none of the Directors is, in any way, concerned or interested in the above resolution. Item No. 12 Mr. R.K. Saboo was appointed as an Executive Director of the Company with effect from 01st April 2008 for the period of 5 years. Subsequently the Board of Directors in its meeting held on 26th November 2009 pursuant to the provisions of Sections 198, 269, 310, Schedule XIII, revised the remuneration to be paid to Mr. R.K. Saboo, Executive Director with effect from 1st April, 2009 for the remaining terms of his appointment i.e. upto 31.03.2013.

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It has further been provided in the said resolution that the said remuneration be paid to Mr. R.K. Saboo as minimum remuneration in case of loss 01 inadequacy of profits. It has been observed that due to inadequate profit of the Compandor the said financial year 2009-10, the said remuneration paid to Mr. R.K. Saboo, Executive Director of the Company is required to be treated as minimum remuneration with effect from 01SI April 2009 with in the meaning of Sections 198, 260, 310, Schedule XIII Part'll Section II Table B of the Companies Act, 1956. The Company is engaged in diversified business activities and faced set back in certain business segments due to adverse conditions prevailing in the industry during the financial year ending on 31 st March 2010. With positive trend of improvement in economy in general, the Company is optimistic for better results for the current year. The Remuneration Committee of the Board in its meeting held on 26th March 2010 and thereafter the Board of Director in its meeting held on 26h March 2010 approved the said remuneration be paid to Mr. R.K. Saboo, Executive Director with effect from 1st April, 2009 as a minimum remuneration and further reduced the tenure of office of the Executive Director to 31.03.2012 instead of 31.03.2013. The statement containing information as required under Schedule XIII of the Companies Act, 1956 to the extent applicable is given hereunder. A. General Information: Kores (India) Limited (CIN U21198MH1936PLC002494) is a Public Limited Company registered under the Indian Companies Act, 1913 having its registered office at Kores House, Plot No. 10, Off. Dr. E Moses Road, Worli, Mumbai-400018. The Company was incorporated oa26ttl day of May 1936 by Registrar of Companies, Bombay. Kores (India) Limited operates through various business divisions under its business models to serve the nation. To meet consumer demands across industries and geographical markets, the Company.involvements spans a vide spectrum of industries, which cange from manufacturing as well as trading of stationary, art materials, banking and office automation products, textiles, specially chemicals, foundries, real estate, consumer electronics, etc. For the Financial Year ending March 2010, the working and financial results of the company are as under: Year 2009-10 2008-09 Turnovers Other Income Rs. 71810.95 Lacs Rs. 80600.33 Lacs Profit before Depreciation & Tax Rs. 2021.03 Lacs Rs. 3158.24 Lacs

Export Performance- During the Financial year 2009-10, the Company has earned Foreign exchange equivalent to Rs. 6804.85 Lacs whereas Foreign Exchange worth Rs.4409.31 Lacs were spent. The Company has not made any investment outside India. B. Information about Mr. R.K. Saboo. Executive Director 1. Background details- Mr. R.K. Saboo aged 46 years holding the professional qualification of Chartered Accountant having the vast and varied experience of 23 years. Mr. R.K. Saboo is serving the Company since 1987 under various capacities having the immense experience in Foundry and Manufacturing sector. His strength also includes strong relationship management, international vision and business development. Mr. Saboo is also the member of Audit Committee of the Board. Past remunerations- The total managerial remunerations paid to Mr. R.K. Saboo during the year 2008-09 was Rs. 27.86 Lacs comprising the basic salary of Rs. 13.80 Lacs and perquisites and allowances of Rs. 14.06 Lacs paid as per the provisions of Section 198, 269, 309,310 read with Schedule XIII of the Companies Act, 1956. Job Profile and Suitability- Mr. R.K. Saboo is entrusted with power of managing the affairs of the Company subject to the superintendence, control and direction of the Board of Directors, the provisions of Memorandum and Articles of Association, Regulations made by the Company in General Meeting and the restrictions imposed by the Companies Act, 1956 and shall to do all act to promote, develop and extend the business of the Company. He was appointed as a Director of the Company in the year 2005 and is well suited to continue as Executive Director. Present remuneration- Please refers the details given in the Item No. 12 of this notice. Comparative remuneration profile with respect to industry, size, profile of the position and person- The executive remuneration in the industry is on the rise. The Board of Directors of the Company pursued the remuneration of managerial personal(s) in the industry comparable with the size & nature of the business of the Company, industry benchmark in general, profile, position, responsibility and vast experience of Mr. Saboo and accorded due cognizance to above said factors before approving the above said remunerations. Pecuniary Relationship directly or indirectly with the Company or with the Managerial personals: Except the remuneration as above Mr. Saboo is not having any pecuniary relationship directly or indirectly with the Company or with any of the Managerial Personals.

2.

3.

4. 5.

6.

C.

OTHER INFORMATIONS: The Company is engaged in diversified business activities and faced set back in certain business segments due to adverse conditions prevailing in the industry during the financial year ending on 31st March 2010. With positive trend of improvement in economy in general, the Company is optimistic for better results for the current year. The Company is further exploring the new market avenues; taken various initiatives to reduce the cost, expanding the current product segment by adding the capacity, enhancing the productivity, competitiveness, developing the new market strategy to overcome of-these situations.

The Board recommends the passing of the above resolution as item No. 12 of the Notice. Save and Except Mr. R.K.Saboo, none of the Directors is, in any way, concerned or interested in the above resolution.

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Item Nos.13 to 15 Keeping in view of proposed issue of Bonus Shares, it is necessary to increase the Authorised Share Capital comprising of 75,00,000 Equity Shares of Rs. 101- each and 2,50,000 Redeemable Preference Shares of Rs. 1001- each aggregating to Rs. 10,00,00,000 (Rupees Ten Crores Only) to Rs. 17,50,00,000 (Rupees Seventeen Crores Fifty Lacs only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- each and 2,50,000 (Two Lacs Fifty Thousands) Redeemable Preference Shares of Rs. 100/- each. Accordingly the relevant clauses of the Memorandum and Articles of Association are proposed to be altered. The provisions of the Companies Act, 1956 are required to seek the approval of the Members to increase in Authorised Share Capital and for the alteration in capital clauses in the Memorandum and Articles of Association of the Company. The Board recommends the passing of the above resolutions as item No. 13 to 15 of the Notice. None of the Directors is, in any way, concerned or interested in the above resolutions. Item No. 16 On the eve of the 75th running year of its incorporation, the Board of Directors are elated to announce issue of Bonus Shares in the ratio of 1:1 (one equity share) for each equity share held at their meeting held on 24th June, 2010 to the shareholders as a token of reward for their loyalty in terms of association with the company. Your directors have proposed that a sum of Rs. 5,50,00,000 (Rupees Five Crores and Fifty Lacs Only) standing to the credit of Share Premium Account as at 31S| March, 2010 be and is hereby capitalized and the aforesaid sum of Rs. 5,50,00,000 (Rupees'Five Crores and Fifty Lacs Only) be applied for allotment of Bonus Shares to the members whose names appear on the Register of Members as on 25>n August 2010 in the proportion of 1(One) such new equity share for every 1(One) existing equity share held by such persons respectively on the said date and be accordingly issued, allotted and credited as Bonus Shares to such members respectively as aforesaid. The Board recommends the passing of the above resolution as item No. 16 of the Notice. The Directors can be considered to be concerned or interested in the said resolution to the extent of their shareholding m the Company. Item No. 17 jeri Keeping in view of expansion plan of the Company, which is required to cater the market requirement in pace of technology upgradation & advancement and to meet the financial requjrement to fund these plans, it is proposed to increase the borrowing powers of the Board from the existing Rs. 75 Crores (Rupees Seventy Five Crores only) to 150 Crores (Rupees One Hundred Fifty Crores only). Section 293 (1) (d) of the Companies Act, 1956 provides that the Board of Directors of the Company shall not borrow monies (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) in excess of the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves .not set apart for any specific purpose, unless the Company in general meeting authorizes the board to do so. The Board recommends the passing of the above resolution as item No. 17 of the Notice. None of the Directors is, in any way, concerned or interested in the above resolution. Item No. 18 The Registered Office premises situated at Kores House, Plot No.10, Off. Dr. E. Moses Road, Worli, Mumbai 400 018 was acquired by the Company by a Deed of Assignment dated 12/4/1985 on Lease basis along with building constructed thereon. In order to meet the business requirement of the office at convenient place, the Company has sourced out a space on ownership basis and to meet the financial commitment of new office it has been decided to assign, sale the said leasehold interest in the existing office premises at Worli and used the release proceed for acquiring new office. Any sale or disposal of any undertaking of the Company including the immovable property requires the approval of Shareholders under Section 293(1 )(a) of the Companies Act, 1956. Hence, the resolution is placed before the Shareholders for their approval. The Board recommends the passing of the above resolution as item No. 18 of the Notice. None of the Directors is, in any way, concerned or interested in the above resolution.

By Order of the Board

Place : Mumbai Date: 15th July, 2010.

Sunil Agarwal Company Secretary

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DIRECTORS' REPORT Your Directors have pleasure in presenting the Audited Statements of Account for the year ended 31st March, 2010. FINANCIAL RESULTS Gross Sales and Other Income Profit before Depreciation and Taxation Less: i) Depreciation ii) Provisions for Taxation (Including FBT & Deferred Tax) Profit After Taxation Add: Profit brought forward from previous year Profit available for appropriation Appropriation: i) ii) iii) iv) Proposed Dividend on Preference Shares Proposed Dividend on Equity Shares Tax on Dividend Transferred to General Reserve 2009-10 71810.95 2021.03 1688.73 94.49 237.81 5768.73 6006.54 22.00 55.00 12.79 37.06 5879.69 22.00 55.00 13.09 175.00 '5768.73 Rs. (in lacs) 2008-09 80600.33 3158.24 1511.03 214.84 1432.37 4601.45 6033.82

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Balance carried to Balance Sheet OFFICE PRODUCTS DIVISION

During the year under review, the Conventional Product Division has shown better performance resulted into increase in turnover with improved bottom line as compared to previous year. The division has introduced the range of products i.e. Copier paper, Inspire Metal Ball Pen, Counterfeit Currency Checker, Vivtek DLP Projectors etc. in order to expand its market presence. During the year, inspite of continuous decline in demand of conventional stationery products, the division has sustained its steady growth path by introducing the innovative products suited to the market. For the current year, the division is expecting the better results. I.T. DISTRIBUTION DIVISION During the year under review, the Division is national channel partner of Hewlett Packard (HP) and Samsung Cartridge. Global slowdown in economy coupled with stiff market competition severally hit the performance of the division resulting into decline in revenue and margin of the division and compelled to scale down the activity at minimal level with an ultimate view to quit from this segment of business. For the current year, the division has to complete the stock liquidation and outstanding recovery process in order to minimize the closure losses. REAL ESTATE DIVISION During the year under review, the Division has completed the project of 15 Residential Buildings at Thane and sold the balance apartments. Looking to the shaking confidence of real estate market and low demand, the division has slow down its activity of undertaking new project resulted in decline of topline and bottom line as compared to previous year. For the current year, with positive trend of growth in Indian economy and revive demand of residential projects, the division is exploring the plan of construction of 16th building under its "Kores Nakshatra Project" at Thane and tapping the opportunity in other places. BUSINESS & COMPUTER SYSTEMS DIVISION During the year under review, the Division has shown growth in topline but not able to sustain the bottom line as compared to previous year, as the margins were under pressure. In order to expand its market presence, the division has introduced Counterfeit Currency Detector with advance feature, which is well appreciated by the Banking Sector. Looking to the robust Indian Economy growth, the division is expecting to achieve the better results for the current year. PHARMACEUTICALS & CHEMICALS DIVISION The year under review has shown the good growth in pharmaceutical sector across the globe with numerous activities of global acquisitions and takeovers. The said growth story mirrors in performance of the Pharma & Chemicals Division of the Company with reasonable growth in turnover coupled with improved bottom line as compared to previous year. The division has sustained the demand of existing products as well as broad its base by introducing the new Molecules and Products, which are widely accepted by the Indian as well as International market. For the current year, the division is targeting to expand its product base by adding hew products demanded in the market as well as expanding its capacities, thereby contributing its revenue and bottom line to achieve the pace of growth. Looking to future prospect, the division is exploring opportunities in highly regulated international market such US and JAPAN in Ithe coming years. FOUNDRY DIVISION Year 2009-10 is the year of mixed fortune for the Foundry Division, Topline of the division is shown slight downward trend but bottom line has been improved as compared to previous year. As reflected in Indian Economy, first half of the year is slow in the demand, but second half of the year shown good growth in auto and non auto sector boosts the performance of the division. For the current year, looking to the better demand in auto & non auto sector and optimum utilization of newly expanded KOYO line at Chakan, the Foundry Division is expecting the better results for current fiscal year.
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TEXTILE DIVISION During the year under review, after coming out of the recession, Textile Industry has shown good demand with better realization and huge opportunity in export. With better sales realization, passing out input cost pressure to the market, the turnover of the division has been increased with improvement in bottom line as compared to previous year. Optimum utilization of plant capacity and wide recognisation of the products i.e blended yarn of old unit and cotton yarn & knitted fabric of new unit is key note of the performance of the division. For the current year, expecting the better cotton crop widely depends on monsoon; overall good market sentiments are raising the hope of better performance of the division. ENGINEERING DIVISION During the year under review, the Engineering Division has performed fairly well with increasing its topline and margin as compared to previous year. The division has enhanced its existing customer base by introducing new products i.e. Hydrostatic Drills and Drilling Rigs, which are well appreciated by the customers. Looking to positive sentiments and government policies for exploration business, the division is venturing into Contract Drilling Work, which will further boost the performance of the division. Better order position in hand with encouraging market response poses better performance of the division for the current year. EXPORT Export turnover during the year is Rs 6804.85 Lacs as compared to Rs 4409.31 Lacs in the previous year ISSUE OF BONUS SHARES On the eve of 75th running year of its incorporation, the Board of Directors are, subject to the approval of Shareholders in the forthcoming Annual General Meeting, elated to announce issue of Bonus Shares in the ratio of 1:1, one equity share for each existing equity shares to the Shareholders as a token of reward for their loyalty in terms of association with the Company. To accomodate the increased paid up capital by issue of Bonus Shares, the Board of Directors has also proposed to increase the Authorised Share Capital of the Company. DIVIDEND Your Directors recommend for your consideration payment of Dividend of Rs. 1/- per equity share (10%) on 55,00,000 equity shares and Rs 11/per share (11%) on 2,00,000 Redeemable Preference Shares for the Financial Years 2009-10 at the ensuing Annual General Meeting. The final outgo on dividend is as under (Rs. in Lacs) On 55,00,000 fully paid up equity shares of Rs. 10/- each @Rs 1/- per equity shares On 2,00,000 Redeemable Preference Shares of Rs. 100/- each @Rs. 11/- per shares Corporate Dividend Tax DIRECTORS' RESPONSIBILITY STATEMENT As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under: i) ii) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; that the Directors have 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 or loss of the company for that period; that the Directors have 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 have prepared the annual accounts on a going concern basis 55.00 22.00

12.79

iii) iv)

AUDITORS' REPORT The observations made in the Auditors' Report, read with the relevant notes thereon are self-explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956. FIXED DEPOSITS There were no deposits matured /claimed during the year remained unpaid on 31.03.2010. INDUSTRIAL RELATIONS The industrial relations continued to be cordial and peaceful during the year.

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DIRECTORS Shri. R.K. Saboo and Shri. K. G. Menon retire by rotation at the ensuing Annual General Meeting and being eligible and offer themselves for reappointment at the forthcoming Annual General Meeting. Shri. Sameer Mehta was appointed as an additional director of your company and holds office till the conclusion of ensuing annual general meeting. The approval of the shareholders is being sought to the appointment of Mr. Sameer Mehta as a director of your company. AUDITORS M/s. Singhi&Co., Chartered Accountants, liable to retire at the conclusion of the forthcoming Annual General Meeting and being eligible for reappointment. It is proposed to re-appoint M/s. Kirtane & Pandit, Chartered Accountants, Pune as Branch Auditors for Pefco & Chakan Foundry Divisions at Pune, M/s. V.B. Haribhakti & Co., Chartered Accountants, Ahmedabad as Branch Auditors for the Textile Division at Wankaner, M/s. Muchhal & Gupta, Chartered Accountants, Indore as Branch Auditors for the units located at Pithampur, M.P. belonging to the Office Products Division, Engineering Division and Business & Computer Systems Division, and M/s. Ramaswamy and Murali Associates, Chartered Accountants, Chennai as Branch Auditors for Chemical and BCG Division for the year 2010-2011. EMPLOYEES Particulars pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors' Report for the year ended 31" March 2010 is given in Annexure to this Report. CORPORATE GOVERNANCE Your Company's philosophy on Corporate Governance envisages the attainment of corporate excellence by providing greater satisfaction to its customers, high employees morale and commitment, enhanced shareholders value. Your Company firmly believes that timely disclosures, transparent accounting policies, strong and independent board go a long way in protecting shareholders trust while maximizing long term corporate value. Your company has implementing several best practices though not mandatory as part of good corporate governance. Audit Committee Composition & Scope of Activity The Audit Committee of the Company comprises Mr. R.K. Saboo as its Chairman, Mr. J.P, Gupta and Mr. S.K. Patel as its Members. All the members of the committee are eminent professionals and draw upon their experience across a wide spectrum of functional areas such as finance and corporate strategy. Scope of activity of the Committee is in consonance with the provisions of Section 292(a) of the Companies Act, 1956. Remuneration Committee During the year, Your Company has constituted a committee of the board titled as Remuneration Committee comprising Mr. S.K. Patel as its Chairman, Mr. J.P. Gupta and Mr. K.G. Menon as its members. Term of reference of the Remuneration Committee of your company includes reviews, assesses and recommends the performance of managerial personal on a periodical basis and also reviews their remuneration and recommends suitable revision to the board. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988. (a) CONSERVATION OF ENERGY Your Company was conserving the energy in the past. In the year under review, further steps have been taken for conserving the energy. (b) FOREIGN EXCHANGE EARNINGS AND OUTGO During the year under review, the Company has earned Foreign exchange equivalent to Rs. 6804.85 Lacs whereas Foreign Exchange worth Rs. 4409.31 Lacs were spent. (Including Rs. 2312.89 Lacs for import of raw materials). The details are given in Note No. A-17 to the Accounts. ACKNOWLEDGEMENT Your Directors take this opportunity to express their sincere appreciation for the timely and excellent assistance and co-operation extended by Financial Institutions, Bankers, Customers and other statutory authorities. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels.

On Behalf of the Board

Place: Mumbai Date : 15th July, 2010

S. K. Thirani Chairman

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