Directors Report of Lakhani India Ltd.

Mar 31, 2011

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS 2010-11 2009-10

Sales & Other Income 34695.99 28073.03

Profit before Depreciation (1664.98) 1241.44

Less: Depreciation 762.96 702.02

Profit before Tax (2427.94) 539.42 Provision for Tax :

Current 0.00 100.00

Prior period - -

Deferred 64.46 111.76

Net Profit after Tax (2492.40) 327.66

Add: Balance Brought Forward 1617.66 1289.99

Balance Carried to Balance Sheet (874.74) 1617.65

DIVIDEND

No dividend is recommended for the period ended 31st March, 2011.

DEPOSITS

During the year the Company has not accepted any Deposits under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s Sameer Charu & Associates, Statutory Auditor of the Company had resigned on 23.05.2011 and thus causing casual vacancy in the office of Statutory Auditor of the Company. M/s Rakesh Gupta & Associates, Chartered Accountants, Delhi has been appointed as Statutory Auditors of the Company through postal ballot conducted as per section 192 A of the Companies Act, 1956 to hold office until the conclusion of the ensuing 29th Annual General Meeting.

M/s Rakesh Gupta & Associates, Chartered Accountants, offer themselves for appointment as Statutory Auditors from conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting. The Company has also received a Certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Report of the Auditors is self explanatory and does not call for any further comment.

COST AUDITORS

Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956 M/s K. V. Sharma & Co., Cost Accountants, have been appointed to conduct the Cost Audit of the foot-wear manufactured by the Company for the year 2011-2012, the Cost Audit Report will be directly submitted to the Central Government.

DIRECTORS

Mr. S. K. Kundra was appointed as additional director pursuant to section 260 of companies act, 1956 in the board meeting held on 15.11.2011. He holds office up to forthcoming Annual General Meeting of the company. Your company has received notice from a member seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act, 1956.

Mr. Narendra Kumar Pandey has resigned from the directorship w.e.f. 09.09.2011. Your Directors place on record their appreciation for the valuable services rendered by Dr. N.K. Pandey during his tenure on the board. Mrs. Suman Lakhani, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that in preparation of Annual Accounts for the Financial Year ended 31st March, 2011:

(i) the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the appropriate Accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2011 and of the Profit and Loss Account of the company for that period;

(iii) the proper and sufficient care has been taken for 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;

(iv) the Annual Accounts for the financial year ended on 31st March, 2011 have been prepared on a going concern basis.

SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENT

The Ministry of Corporate Affairs vide its General Circular No.2/2011, dated February 08, 2011 has granted a general

exemption under Section 212(8) of the Companies Act, 1956 to all the Companies from annexing the annual accounts and other statements of subsidiary companies with the annual report of the holding company.

A statement setting out important financials of the subsidiary company is attached and forms a part of this Annual Report.

The Annual Accounts of the subsidiary are also available for inspection for any member/ investor, during business hours, at the Registered Office of the Company.

The Consolidated Accounts of the Company are annexed to this report.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate statement on Corporate Governance and Management Discussion & Analysis Reports along with Auditors' Certificate is enclosed as an annexure.

PARTICULARS OF EMPLOYEES

There were no Employees who were in receipt of remuneration in excess of the Limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in the Annexure, forming part of this report.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by the bankers and authorities of State Government from time to time. The Board wishes to place on record its appreciation to the contribution made by employees of the Company. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of Board of Directors

P. D. Lakhani Place : Faridabad Chairman &

Dated :15th November, 2011 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report of your Company together with Audited Accounts for the period ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS 2009-10 2008-09

Sales & Other Income 28073.03 23849.46

Profit before Depreciation 1241.44 1049.77

Less Depreciation 702.02 585.40

Profit before Tax 539.42 464.37

Provision for Tax :

Current 100.00 71.00

Prior period 0.00 -15.44

Deferred 111.76 162.83

Net Profit after Tax 327.66 245.98

Add: Balance Brought Forward 1289.99 1044.01

Balance Carried to Balance Sheet 1617.65 1289.99

REVIEW OF OPERATIONS

During the year the total gross sales of the Company has gone up from Rs. 24140.58 Lacs as on 31st March, 2009 to Rs. 28196.40 Lacs as on 31st March, 2010. The profit after tax has also increased from Rs 245.98 Lacs as on 31st March, 2009 to Rs 327.66 Lacs as on 31st March, 2010.

DIVIDEND

No dividend is recommended for the period ended 31st March, 2010.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

As required under Section 212 of the Companies Act, 1956, the Audited Balance Sheet and Profit & Loss Account along with the Reports of the Board of Directors and the Auditors thereon of the subsidiary company for the year ended 31st March, 2010 are attached.

The Consolidated Accounts of the Company and its subsidiary Company are annexed to this report.

DEPOSITS

During the year the Company has not accepted any Deposits under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance Deposits) Rules, 1975.

AUDITORS

Mr. R. N. Bahl, Statutory Auditor of the Company had resigned on 12.07.2010 and thus causing casual vacancy in the office of Statutory Auditor of the Company. M/s Sameer Cham & Associates, Chartered Accountants, Faridabad has been appointed as Statutory Auditors of the Company through postal ballot conducted as per section 192 A of the Companies Act, 1956 to hold office until the conclusion of the ensuing 28th Annual General Meeting.

M/s Sameer Charu & Associates Chartered Accountants, offer themselves for appointment as Statutory Auditors from conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting. The Company has also received a Certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Report of the Auditors is self explanatory and does not call for any further comment.

COST AUDITORS

Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956 M/s K. V. Sharma & Co., Cost Accountants, have been appointed to conduct the Cost Audit of the footwear manufactured by the Company for the year 2010-2011, the Cost Audit Report will be directly submitted to the Central Government.

DIRECTORS

Mr. Amarjeet Kalra was appointed as an Additional Director pursuant to section 260 of Companies Act, 1956 in the board meeting held on 17th February, 2010. He holds office up to forthcoming Annual General Meeting of the Company. Your company has received notice from a member seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act, 1956.

Mr. R. P. Malik has resigned from the Directorship in the Board Meeting held on 17th February, 2010. Your Directors place on record their appreciation for the valuable services rendered by Mr. R. P. Malik during his tenure on the Board.

Mr. S. N. Sood, Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that in preparation of Annual Accounts for the Financial Year ended 31st March, 2010:

(i) the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the appropriate Accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2010 and of the Profit and Loss Account of the company for that period;

(iii) the proper and sufficient care has been taken for 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;

(iv) the Annual Accounts for the financial year ended on 31st March, 2010 have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate statement on Corporate Governance and Management Discussion & Analysis Reports along with Auditors Certificate is enclosed as an annexure.

PARTICULARS OF EMPLOYEES

There were no Employees who were in receipt of remuneration in excess of the Limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in the Annexure, forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their thanks to the companys business associates for their support and their continued patronage of Companys products. Your Directors wish to place on record their thanks and appreciation for valuable cooperation and continued support received from the Government of Haryana and the Companys Bankers. Directors also place on record their appreciation devoted services of the executives, staff and workers of the Company.

For and on behalf of Board of Directors

P. D. Lakhani

Place : Faridabad Chairman &

Dated : 7th October, 2010 Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Seventh Annual Report of your Company together with Audited Accounts for the period ended 31st March, 2009.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS 2008-09 2007-08

Sales & Other Income 23849.46 14701.69

Profit before Depreciation 1049.77 841.85

Less Depreciation 585.40 382.52

Profit before Tax 464.37 459.33

Provision for Tax:

Current 71.00 75.00

Prior period -15.44 -

Deferred 162.83 265.47

Net Profit after Tax 245.98 118.86

Add: Balance Brought Forward 1044.01 925.15

Balance Carried to Balance Sheet 1289.99 1044.01



DIVIDEND

No dividend is recommended for the year ended 31st March, 2009.

DEPOSITS

During the year the Company has not accepted any Deposits under Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

Mr. J. P. Jain, Statutory Auditor of the Company had expired on 19.01.2009 and thus causing casual vacancy in the office of Statutory Auditor of the Company. The Board of Directors of the Company appointed M/s R. N. Bahl & Co., Chartered Accountants, New Delhi as Statutory Auditors of the Company w.e.f. 19.01.2009. Statutory Auditors of the Company hold office until the conclusion of the ensuing 27th Annual General Meeting.

M/s R. N. Bahl & Co., Chartered Accountants, offer themselves for appointment as Statutory Auditors from conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting. The Company has also received a Certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224( 1B) of the Companies Act, 1956. The Report of the Auditors is self explanatory ancT does not call for any further comment.

COST AUDITORS

Pursuant to the directives of the Central Government and provisions of Section 233B of the Companies Act, 1956 M/s K. V. Sharma & Co., Cost Accountants, have been appointed to conduct the Cost Audit of the foot-wear manufactured by the Company for the year 2009-2010, the Cost Audit Report will be directly submitted to the Central Government.

DIRECTORS

Mr. R. P. Malik was appointed as an Additional Director pursuant to section 260 of the Companies Act, 1956 in the board meeting held on 2nd July, 2009. He holds office up to forthcoming Annual General Meeting of the Company. Your Company has received notice from a member seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act, 1956.

Mr. A. S. Sharma has resigned from the Directorship in the Board Meeting held on 2nd July, 2009. Your Directors place on record their appreciation for the valuable services rendered by Mr. A. S. Sharma during his tenure on the Board.

Dr. N.K.Pandey, Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that in preparation of Annual Accounts for the Financial Year ended 31st March, 2009:

(i) the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the appropriate Accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2009 and of the Profit and Loss Account of the company for that period;

(iii) the proper and sufficient care has been taken for 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;

(iv) the Annual Accounts for the financial year ended on 31st March, 2009 have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate statement on Corporate Governance and Management Discussion & Analysis Reports along with Auditors Certificate are enclosed as an annexure.

FIRE IN ONE OF THE UNITS OF THE COMPANY

A fire broke out in one of the Units of the Company on 1st May, 2009, situated at Plot No. 122, Sector - 24, Faridabad, Haryana. The Management and support staff had taken all necessary steps to contain the situation. The Company is making all endeavors to file and settle the insurance claim.

SUBSIDIARY COMPANY

M/s Freshness Coating Pvt. Ltd. was subsidiary of your Company dealing in Real Estate and Coating business. In view of downslide in the real estate sector due to global meltdown and other factors your Company during the year has divested its investment in M/s Freshness Coatings Private Limited

PARTICULARS OF EMPLOYEES

There were no Employees who were in receipt of remuneration in excess of the Limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in the Annexure, forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record its deep gratitude and sincere appreciation for the whole-hearted co-operation received by the Company from the Bankers, Central Government, State Government and all other bodies concerned. The Directors also place on record their appreciation for the dedicated and sincere efforts and services rendered by the Officers, Staff and Workers of the Company at all level, without which these results would not have been possible.

For and on behalf of Board of Directors P. D. Lakhani Place : Faridabad Chairman & Dated :29th September, 2009 Managing Director