Directors Report of Chokhani International Ltd.

Mar 31, 2012

The Directors present the 32nd Annual Report and the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs in Lakhs)

Particulars 31.3.2012 31.3.2011

Total Revenue 0.37 2.33

Profit / (Loss) before Tax (49.41) (62.32)

Profit / (Loss) after Tax (49.41) (62.32)

OPERATIONS :

During the year under review, there were no operations. The recovery suit filed by the lead Institution i.e. ICICI Bank Ltd., is still pending before the Debt Recovery Tribunal, Mumbai.

Counter claim of Rs. 210 crores filed by the Company against ICICI Bank Ltd., in respect of the value of assets as handed over to the Receiver appointed by the Hon'ble Mumbai High Court is still pending before Debt Recovery Tribunal, Mumbai. The ICICI Bank Limited filed an Appeal. However Debt Recovery Appellate Tribunal, Mumbai has dismissed the said appeal of ICICI Bank Limited, and allowed the Company to move its counter claim.

Pending decision in the matter of company's claim on ICICI (Lead Bank) amounting to Rs.210 crores, on account of their loss and negligence which resulted in a total loss of company's most valuable assets which had a value more than sufficient to meet the claims of all secured and/or unsecured creditors. By failing to carry out timely maintenance despite reminders from the Court Receiver, High Court, Mumbai and others, the financial institutions allowed dissipation and ultimate destruction of the two dry docks and other imported & indigenous machineries. Therefore, the cost of fixed assets (net of relevant revaluation reserve) less depreciation provided till the date of disposal and value of inventories aggregating to Rs. 48.81 crores, as intimated by DRT Receiver, has been deducted from secured loans. In view of above, the management is of the considered opinion that no amount whatsoever is due and payable to the Financial Institutions.

Amount due and payable to Financial Institutions i. e. ICICI, IDBI and IFCI in terms of loan agreements executed by the Company with them were secured by way of first mortgage by deposit of title deeds with the lead institution of all immovable properties, both present and future, and first charge by way of hypothecation of two Floating Dry Docks of 14000 M.T. and 2400 M.T. lifting capacity and all the other movable assets (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, which have since been disposed of by DRT Receiver during the preceding years.

DIVIDEND :

In view of the existing financial status, Board is not in a position to recommend any dividend for the financial year 2011-2012.

FIXED DEPOSITS:

Since your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 from the public, no information need to be furnished in respect of deposits.

DIRECTORS:

Shri N. K. Tulshan, Director is to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of the above retiring Director, nature of his expertise in specific functional areas and names of companies in which he holds the other directorships, as required by clause 49 of the Listing Agreement with the stock exchanges, are given in the section on Corporate Governance elsewhere in this Annual Report.

AUDITORS:

M/s. Doogar & Associates, Chartered Accountants, Auditors of the Company are retiring at the conclusion of the 32nd Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, will be within the prescribed limits.

AUDITORS' REPORT:

Auditors' Report annexed to the Balance Sheet and the Profit and Loss Account are self-explanatory. However, the Board discussed the qualifications raised by the Auditors in their Reports and noted the same along with the explanations provided by the management as annexed to this Report.

LISTING OF SECURITIES:

Presently Securities of the Company are listed on the Bombay Stock Exchange (BSE).

SHARE TRANSFER SYSTEM:

The Company's shares are in Demat Form with Central Depository Services (India) Ltd.

Company has appointed "Beetal Financial & Computer Services (P) Limited" as its Registrar and Share Transfer Agents. Transfer of shares is approved by the Shareholders / Investors Grievance Committee of Directors which meets at a regular interval.

PARTICULARS OF EMPLOYEES:

During the year under review, Company has no employee who is in receipt of remuneration in excess as provided under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

CORPORATE GOVERNANCE CLAUSE 49 OF THE LISTING AGREEMENT:

In compliance with Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance along with certificate regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement and Management Discussion and Analysis are annexed as a part of Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:

Information as required by Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:-

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departure;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit and loss of the Company for the year under review;

(iii) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis except to the extent as noted in the Auditors' Report.

ACKNOWLEDGMENT :

Board places on record its deep appreciation for the services of the Executives & Staff of the Company.

For and on behalf of the Board

Jagdish Chokhani Chairman DIN- 00304040

Place : New Delhi Date : 30/07/2012

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Mar 31, 2010

The Directors present the 30th Annual Report and the Audited Accounts for the financial year ended 31st March, 2010.

(Rs in Lakhs)

FINANCIAL PERFORMANCE 31.3.2010 31.3.2009

Other Income 1.64 0.66

Fall in value of

investments written back 2.06 -

Total Income 3.70 0.66

Profit / (Loss) before Tax (67.48) (84.80)

Profit / (Loss) after Tax (67.49) (84.88)

OPERATIONS :

During the year under review, there were no operations. The recovery suit filed by the lead Institution i.e. ICICI Bank Ltd., is still pending before the Debt Recovery Tribunal, Mumbai.

Counter claim of Rs.210 crores filed by the Company against ICICI Bank Ltd., in respect of the value of assets as handed over to the Receiver appointed by the Honble Mumbai High Court is still pending before Debt Recovery Tribunal, Mumbai. The ICICI Bank Limited filed an Appeal. However Debt Recovery Appellate Tribunal, Mumbai has dismissed said appeal of ICICI Bank Limited, and allowed the Company to move its counter claim.

Pending decision in the matter of Companys counter claim on ICICI Bank Ltd. amounting to Rs. 210 crores, the cost of fixed assets (net of relevant revaluation reserve) less depreciation provided till the date of disposal / handover of possession of Land and Water Area comprising of building and sheds / structures and Marine construction to the Chennai Port Trust and value of inventories aggregating to Rs. 48.81 crores as intimated by DRT Receiver has been deducted from Secured Loans.

Amount due and payable to Financial Institutions i. e. ICICI, IDBI and IFCI in terms of loan agreements executed by the Company with them were secured by way of first mortgage by deposit of title deeds with the lead institution of all immoveable properties, both present and future, and first charge by way of hypothecation of two Floating Dry Docks of 14000 M.T. and 2400 M.T. lifting capacity and all the other movable assets (save and except book debts) including movable machinery, machinery spares, tools and accessories present and future, which have since been disposed of by DRT Receiver during the preceding years.

The Company has filed a suit for recovery of Rs. 2.72 crores from the Coast Guards at Chennai in respect of repair work done on their Ship "Varha."

Case against Shipping Corporation of India for the recovery of dues of Rs. 23.76 Crore (including interest) filed by the Company in respect of ship repair work done on their ship "Dada Bhai Naroji" is pending.

DIVIDEND :

In view of the existing financial status, Board has not recommended any dividend for the financial year 2009-2010.

FIXED DEPOSITS:

Since your Company has not accepted any deposits from the public, no information need to be furnished in respect of outstanding deposits.

DIRECTORS:

Sh. B. P. Hazarika, Director, retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS:

M/s Doogar & Associates, Chartered Accountants, Auditors of the Company are retiring at the conclusion of the 30th Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, will be within the prescribed limits.

AUDITORS REPORT:

Auditors Report annexed to the Balance Sheet and the Profit and Loss Account are self-explanatory. However, the Board discussed the qualifications raised by the Auditors in their Report and noted the same along with the explanations provided by the management as annexed to this report.

LISTING OF SECURITIES:

Madras Stock Exchange Limited (MSE) vide its letter No. MSE/LD/PSK/731/040/10 dated 21st January, 2010 has delisted Securities of the Company in terms of SEBI (Delisting of Securities) Guidelines, 2003 with effect from 21st January, 2010.

Presently Securities of the Company are listed on the Bombay Stock Exchange (BSE).

SHARE TRANSFER SYSTEM :

The Companys shares are in Demat Form with Central Depository Services (India) Ltd.

Company has appointed "Beetal Financial & Computer Services (P) Limited" as its Registrar and Share Transfer Agents. Transfer of shares is approved by the Shareholders / Investors Grievance Committee of Directors which meets at a regular interval.

CORPORATE GOVERNANCE CLAUSE 49 OF THE LISTING AGREEMENT :

In accordance with the Listing Agreements, a note on Corporate Governance together with Certificate regarding compliance of Corporate Governance is annexed with Directors Report and forms part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:-

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departure;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit and loss of the Company for the year under review;

(iii) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis except to the extent as noted in the Auditors Report.

PARTICULARS OF EMPLOYEES :

During the year under review, Company has no employee who is in receipt of remuneration in excess as provided under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information as required by Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the annexure and forms part of this Report.

ACKNOWLEDGMENT :

Board places on record its deep appreciation for the services of the Executives & Staff of the Company.

For and on behalf of the Board

Place : New Delhi Jagdish Chokhani

Date : 30/07/2010 Chairman

DIN- 00304040