29th ANNUAL REPORT 2009-2010 - Bombay Stock Exchange · Board of Directors, Mr. R C Sharma has been appointed by the Board as an Independent director w.e.f. 18.08.2010 to fillCasual

29th ANNUAL REPORT2009-2010

DESHRAKSHAK AUSHDHALAYA LTDii

~9th ANNUAL REPORT ~~l~DESHRAKSHAK AUSHDHALAYA LTD.

XXIXth (29th) ANNUAL GENERAL MEETING

r 29th ANNUAL GENERAL MEETING

I Date 29th September-201 0

! Day Wednesday

Time 4:00 P.M.

BOARD OF DIRECTORS

Shri Paras Kumar Jain(Chairman Cum Managing Director)

Venue Registered Office

Kankhal, Haridwar

Uttarakhand-249408

Shri Tosh Kumar Jain

Smt. Sudesh Jain

Shri R C Sharma

Ms. Ruchi Dawar

Shri Sachin Agarwal'

Anjul Agarwal

(Executive Director)

(Director)

(Independent Director)



(Company Secretary)

CONTENTS PAGE No.

AUDITORS

MIs Anil Jain & Co.

10, Guru Mandai Ashram, Devpura

Hardwar (Uttaranchal)

\:: ::s :: .:.- ~...3 ::;e'"'S"2[ \leetingDirec:s-~ s ~_ec':'--:

Auditors Certificate Or' SO"D<ya:e 30verr,ance

Management Discussion & Araiys::

Corporate Governance Report

Auditors Report on Financial Statemen:~Annexure to Auditor's Report Balance Sheet

Profit & Loss Account

Schedules and Notes

Cash ftow,statementNotes to the account

Balance sheet Abstract

Attendance Slip and Proxy Form

1-5

6-9

10

11-21

22-23

24-26

27

28

29-33

34

35-38

39

40

BANKERS

State Bank Of India

Punjab National Bank

REGSITRAR & TRANSFER AGENT

MIs Mas Services Limited

T-34, IInd Floor, Okhla Phase-II

New Delhi

INVESTOR HELPDESK

01334-243833,245877,245866

E-ma\\', dra\95@'jahoo.com

29:- ANNUAL REPORT

NOTICE

',:: :es hereby given that the 29th Annual General Meeting of the members of the companyJesMakshak Aushdhalaya Limited Will be held on Wednesday the 2911"1 day of September.;:: -: at 4.00 PM at the Registered Office of the Company situated at Bhagwant Kuti, Kankhal,-a- Jwar, Uttarakhand-249408 to transact the following business,-

ORDINARY BUSINESS:

1. To Receive consider and adopt the Audited Balance Sheet as at 31 s: March 2010 and

the Profit & Loss Account for the year ended on that date to~ether with Reports of theDirectors and Auditors thereon.

2 To appoint a Director in place of Smt. Sudesh Jain who retires by rotation and beingeligible offers herself for re-appointment.

3. To Appoint Auditors and fix their remuneration and in connection therewith to pass, withwithout modifications, the following resolution:

"RESOLVED THAT pursuant to the provisions of Section 224A and other applicableprovisions, if any, of the Companies Act, 1956, M/sAnil Jain & Co. Chartered Accountants,the retiring auditors be and are hereby re-appointed as Auditors of the company, to hold

the office from the conclusion of this Annual ;.General Meeting until the conclusion of thenext Annual General Meeting of the company, at such remuneration as may be fixed bythe Board of Directors, from time to time and reimbursement of out-of-pocket expensesincurred by them to carry out the audit."

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification(s), the followingresolution as Special Resolution."RESOLVED THAT, pursuant to provisions of section-31 and other applicable provisionsof the Companies Act, 1956, if any, the existing Articles of Association of the Companycontaining total Articles 1 To 79 be and are hereby Substituted by a new set of Article ofAssociation containing Articles 1 To 173 a draft copy of which has been initialed by theChairman and made available for inspection by the shareholders at the RegisteredOffice of the Company, be and are hereby approved and adopted as the Articles ofAssociation of the Company in substitution for and to th~ inclusion of all the Articleshereof."

5 To consider and, if thought fit, to pass with qr without modification(s), the followingresolution as an Ordinary Resolution.

"RESOLVED THAT pursuant to the provisions of Section 257 and other applicableprovisions, if any, of the Companies Act, 1956 (including any modification or reenactment thereof) and pdrsuant to the guidelines of SEBI, and provisions of Listing

29th ANNUAL REPORT

Agreement ofBSE and subject to the approval of Shareholders in forthcoming AnnualGeneral Meeting, Mr. Ramesh Chandra Sharma in respect of whom a notice in writinghas been received by the Company prqposing his candidature for the office of Directorunder section 257 of the Companies Act, 1956, be and is hereby appointed as

.Independent Director liable to retire by rotation."

"FURTHER RESOLVED THAT Mr. Ramesh Chandra Sharma, will provide his ExpertiseKnowledge in his Professional Capacity.

6. To consider and, if thought fit, to pass with or without modification(s), the followingresolution as an Ordinary Resolution.

"RESOLVED THAT pursuant to the provisions of Section 257 and other applicableprovisions, if any, of the Companies Act, 1956 (including any modification or reenactment thereof) and pursuant to the guidelines of SEBI, and provisions of ListingAgreement of BSE and subject to the approval of Shareholders in forthcoming AnnualGeneral Meeting, Ms. Ruchi Dawar in respect of whom a notice in writing has beenreceived by the Company proposing his candidature for the office of Director undersection 257 of the Companies Act, '1956, be and is hereby appointed as IndependentDirector liable to retire by rotation."

"FURTHER RESOLVED THAT Ms. Ruchi Dawar, will provide her expertise in herprofessional capacity."

j"

7. To consider and, if thought fit, to pass with or without modification(s), the followingresolution as an Ordinary Resolution.

"RESOLVED THAT pursuant to the provisions of Section 257 and other applicableprovisions, if any, of the Companies Act, 1956 (including any modification or reenactment thereof) and pursuant to the guidelines of SEBI, and provisions of ListingAgreement of BSE and subject to the approval of Shareholders in Forthcoming AnnualGeneral Meeting, Mr. Sachin Agarwal in respect of whom a notice in writing has beenreceived by the Company proposing his candidature for the office of Director undersection 257 of the Companies Act, 1956, be and is hereby appointed as IndependentDirector liable to retire by rotation."

"FURTHER RESOLVED THAT Mr. Sachin Agarwal, will provide his expertise in hisProfessional Capacity."

PLACE: HaridwarDATE: 02.09.2010

[2]

For-And On Behalf of the Board

For Desh Rakshak Aushdhalaya Limited

Sdl(Paras Kumar Jain)Chairman Cum Managing Director

29th ANNUAL REPORTNOTES:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and voteinstead of himself and the proxy need not be a member of the Company. The proxies'in order to be effective, must be received by the cor,npany not less than ,48 hoursbefore the commencement of the meeting.

2. The Register of Members and Share Transfer Books of the company will remain closedfrom 22nd day of September 2010 to 29th September 2010 (both days inclusive).

3. The instrument of Share Transfer, complete in all respects should reach the companyprior to closure of the Register of Members, as stated above.

4. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956relating to item no. 4,5,6,7 of the notice setting out the material facts is annexed hereto.

5. Shareholders are requested to notify immediately change, if any, regarding their addressto the Company.

Annexure to the Notice

Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956

Pursuant to Item No.4

Company was incorporated on 14th Day of September 1981, and originally Articles wereadopted in the year 1981. The company has amended its articles at the conversion of thecompany from private limited to public limited before its first public issue of equity shares inthe year 1995. The Directors are of the view that Articles should be in accordance the latestchanges under the provisions of SEBI guidelines and time to time amended provisions of ~heCompanies Act, 1956. The Board of Directors of the company has considered that it would be

appropriate for the Company to adopt a new set of Articles.

Pursuant to the provisions of Section 31 of the Companies Act, 1956 alteration of Articles ofAssociation of the company requires approval of the members of the Company by way ofpassing a Special Resolution to that effect.

A copy of new sets of Articles of Association is available for inspection at the registered officeof the Company on any working day during business hours.

None of the director is interested or concerned in the resolution. The Board of Directors

recommends the resolution to be passed as the special resolution. 1

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29th ANNUAL REPORT


Mr. R C Sharma, aged about 43 years, is Fellow Member of Institute of Company Secretaries of

India (FCS) and Commerce Graduate (B.Com) having an experience of more than 15 years in

Corporate Laws, Tax Laws, Foreign Exchange Laws, Intellectual Property Laws, Legal

Consultancy, Project Financing and Managing Public Issues. He has notched up much success

during his career over 15 years, spanning diverse industries such as Ayuvedic Pharmaceuticals,

Food Processing, Dairy Industries and Import and Export of precious and non precious metals.

He has a meritorious track record and experience of consulting various units.

To comply with the Clause 49 of the Listing Agreement of BSE, with regard to composition of

Board of Directors, Mr. R C Sharma has been appointed by the Board as an Independent

director w.e.f. 18.08.2010 to fill Casual Vacancy. His tenure is concluding at the commencement

of the froth coming annual general meeting and being eligible offers himselffor re-appointment.

The Board recommends the resolution for approval of shareholders.

None of the other Directors are interested or concerned in the pre posed resolution


Mr. Ruchi Dawar aged about 26 years, is Associate Member of Institute of Company Secretaries

of India (ACS) and holds a Master Degree in Business administration besides a Commerce

Graduate (B.Com) having an experience in Corporate Laws, Tax Laws, Foreign Exchange

Laws, Intellectual Property Laws.


Board of Directors, Ms. Ruchi Dawar has been appointed by the Board as an Independent

director w.e.f. 18.08.2010 to fill Casual Vacancy. Her tenure is concluding at the commencement

of the froth coming annual general meeting and being eligible offers herself for re-appointment.


None of the other Directors are interested or concerned in the proposed resolution.


Mr. Sachin Agarwal, aged about 32 years, is Associate Member of Institute of Chartered

Accountants of India and Commerce Graduate (B.Com) having an experience in the field of Tax

[4]

29th ANNUAL REPORT

Laws, Project Financing and have expertise knowledge in the field of Accounting and Financial

Management.


Board of Directors, Mr. Sachin Agarwal has been appointed by the Board as an Independent

director w.e.f. 18.08.2010 to fill Casual Vacancy. Histenure is concluding at the commencement

of the froth coming annual general meeting and being eligible offers himself for re-appointment.


None of the other Directors are interested or concerned in the proposed resolution.

PLACE: HaridwarDATE: 02.09.2010Limited

[5]

For And On Behalf of the Board

For Desh Rakshak Aushdhalaya

Sd/

(Paras Kumar Jain)Chairman Cum Managing Director

29th ANNUAL REPORT

DIRECTORS' REPORT

TO THE MEMBERS,

Your Directors feel pleasure in presenting th~ 29th Annual Report on the business and operationsof the Company together with the Audited Statement of accounts for the year ended 31st March,2010.

FINANCIAL RESULTS

The Highlights of financial Results of your Company for the year ended 31.03.2010 are:

(Amount in Rs.)2010 2009

Sales

Other Income

Total ReceiptsProfit/ Loss before Dep. Financial Charges & Tax

Interest and Financial Charges

DepreciationProfit! Loss before TaxProvision for Tax

Profit! Loss after Tax

REVIEW OF OPERATIONS

37,368,854

4,004,03641,372,890

5,013,013

1,320,387

1,705,3761,987,251

o

1,987,251

28,587,553

28,587,5533,351,707

870,799

1,708,476772,432

o

772,432

During the year under review, the turnover of the Company grew to Rs. 12,785,337 representingan overall increase of 30.90% in comparison with the last year and the profit after tax of the

company increased to Rs. 1,214,819constituting 157.27% over the last year's pr~fit due toother factors. Despite high inflationary and cost pressures throughout the year, companycapitalized on every available opportunity and undertook strategic initiatives to exploit the fullindustry potential. The company made all possible efforts towards cost reduction and improvethe efficiency which enable the company to grow at satisfactory level. The company with thecombination of traditional Ayurvedic Science and adoption of modern manufacturing technology,achieving growth of 30.90% in terms of turnover.

DIVIDEND

Your Directors have not recommended any dividend on equity shares for the year under review.

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29th ANNUAL REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition including the result of operationsof the Company for the year under review, as required under clause 49 of the listing agreementwith the stock exchanges, is given as a separate statement in Annual Report ..

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year,DIRECTORS

Smt. Sudesh Jain, Director of the Company, retire by rotation and being eligible, offer herselffor reappointment.

Mr. C B Gupta and Mr. Amit Singtl were appointed as independent director of the companyduring the year and resigned on 18.08.2010.

Further Board places on record its great appreciation of contribution made by Mr. CB Guptaand Mr. Amit Singh in the progress of the Company during their tenure as Independent Direofctor of the Company.

Pursuant to the provisions of Clause 49 of the tisting Agreement and to fill casual vacancycaused due to resignation of Mr. C B Gupta and Mr. Amit Singh, the Board appointed Mr. R CSharma, Ms Ruchi dawarand Mr. Sachin Agarwal as independent directors.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, ba~ed on the representations received from the operational management,

confirm in pursuance of section 217(2AA) of the Companies Act, 1956:-

(i) That your company has in the preparation of the Annual Accounts, 'for the year

ended 3151 March 2010, followed the applicable accounting standards and that there

are no material departures there from;

(ii) That th~ Directors have selected such accounting policies ar1'd applied them

consistently and made judgments and estimates that are reasonablf and prudentso 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 year;

(iii) That the directors have taken proper and sufficient measurement for the maintenance

of adequate accounting records in accordance with the provisions of the act for

safeguarding the assets of the company and for preventing and detecting fraud and

other irregularities

(iv) Th~t the directors havE' prepared the annual accounts on a going concern basis.

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29th ANNUAL REPORT

AUDITORS

Mis Anil Jain & Co., Chartered Accountants, retire at the ensuing Annual General Meeting andare eligible for re-appointment. They have submitted a certificate as required under section2240f the Companies Act, 1956 to the effect that their re-appointment, if considered would be inconformity with the limits specified in the said section. The Audit Committee has recommendedtheir re-appointment as Auditors of the company.

PERSONNEL

There is no employee drawing remuneration above the limits set U/s 217(2A) of the CompaniesAct, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGEEARNING AND OUTGO

Information regarding Energy Conservation, Technology absorption and Foreign Exchangeeamings and outgo as per Section 217(i)(e) of the Companies Act, 1956 read with the companies( Disclosure of Particulars in the report of Board of Direction) Rule 1988, are given under:

(a) Energy ConservationEnergy consumed during the 'tear does not constitute a significant amount which is Rs1,403,910

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic patternsubject to time to time modification in accordance with the modern development. So theentire method is indigenous and no foreign technology is involved ..

(c) Foreign Exchange Earnings and Out GoExport Sales of Rs. 2,852,785

Out Go NIL

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29th ANNUAL REPORT

REPORT ON CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance over the years.

The Board of Directors supports the broad principles of corporate governance. In addition tothe basic governance issues, the board lays strong emphasis on transparency, accountabilityand integrity. The information pursuant to the pwvisions of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement are hereby presented in a separate report and annexedalong with this report.

D-MATERIALISATION OF SHARES

The equity shares ofthe company have been dematerialized.during the year under consideration.

ACKNOWLEDGMENT

The Directors would like to place on record their gratitude to the Central Government and theState Government of Uttarakhand, the Financial Institutions and Banks for their invaluable supportand cooperation. The Directors would like to record their appreciation of the contribution madeby the employees of the company at all levels.

PLACE: HaridwarDATE: 02.09.2010Limited

[9]

For And On Behalf of the Board

For Desh Rakshak Aushdhalaya

Sdl

(Paras Kumar .Jain)Chairman Cum Managing Director

29th ANNUAL REPORT

ANNEXURE TO THE DIRECTOR'S REPORT

CERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE49OF THE LISTING AGREEMENT OF THE STOCK EXCHANGES IN INDIA

To,The Members of

Oesh Rakshak Aushdhalaya Limited

We have examined the compliance of conditions of Corporate Governance by Oesh

RakshakAushdhalaya Limited ~orthe year ended 31st March 2010, as stipulated in clause49 of the Listing Agreement of the said Company with the Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of theManagement.. Our examinations was limited to procedures and implementations thereof,adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance as stipulated in the said clause. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations givento us, we certify that the Company has complied with the conditions of Corporate..

Governance as stipulated in CJause 49 of the above mentioned Listing Agreement.

We state that such compliance is neither an assurance'ils to the future viability of theCompany nor the efficiency or effectiveness with which the management has conductedthe affairs of the Company.2009

Date: 30.06.2010

Place: Haridwar

[10]

For Anil Jain & company

Chartered Accountantssdl

Propreitor

29th ANNUAL REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

Forward Looking Statements

Statements in this Management Discussion and Analysis of Financial Condition and Results

of Operations of the Company describing the Company's objectives, expectations or predictions

may be forward looking within the meaning of applicable securities laws and regulations.

Forward-looking statements are based on certain assumptions and expectations of futureevents.

The Company cannot guarantee that these assumptions and expectations are accurate or

will be realised. The Company assumes no responsibility to publicly amend, modify or revise

forward-looking statements, on the basis of any subsequent developments, information or

events. Actual results may differ materially from those expressed in the statem,ent. Important

factors that could influence the Company's operations include cost of fuel, determination of

tariff and such other charges and levies by the regulatory authority, changes in government

regulations, tax laws, economic developments within the country and such other factors.

The financial statements are prepared under historical cost convention, on accrual basis of

accounting, and in accordance with the provisions of the Companies Act, 1 956 (the Act) and

comply with the accounting standards. The management accepts responsibility for the integrity

and objectivity of these financial statements, as well as for various estimates and judgments

used therein. These estimates and judgments relating to the financial statements have been

made on a prudent and reasonable basis, in order that the financial statements reflect in a

true and fair manner, the state of affairs and profits for the year.

The following discussions on our financial condition and result of operations should be readtogether with our audited financial statements and the notes to these statements included in

the Annual Report.

Business Overview

As the Indian Economy bounced oaCKand grew by 7.2% in 2009-10 During the year under

review, the turnover of the Company grew to Rs 12,785, 337 representing an overall increase

of 30.90% in comparison wi}h the last year. However the profit after taX of the companydecline to Rs. 1,214,819 a decrease of 157.27% over the last year's profit due to othertactors.

The input Cost Pressures were managed effectively and the Company did no take anysignificant price increases during the year. Growth rates across quarters have been consistent

and reflect your comRany's sour,d business strategies and strong execution capabilities.

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29th ANNUAL REPORT

Company continued to focus on expanding its product offerings to consumers by way of new

product launches and expansion of existing products, thereby continuing to address the growing

and ever changing needs of its consumers. Our Company's core competence in Ayurveda

and range of Ayurveda Based ethical, Classical and Health care products reported a growth oftotal turnover.

The Company increased its efforts to improve productivity at its manufacturing location by

deploying various cost reduction and energy saving initiatives, resulting in a reduction in

manufacturing costs to lower levels. With a portfolio of Ayurvedic and natural products the

company enjoys good reputation as nature and herbs are the key to our existence. The cOr)1pany

continues to invest in ResearCfh & devet'opment in order to establish beyond the boundaries ofnorth India.

To ensure our Long term corporate success, company implements risk management system

which includes recording, monitoring and controlling internal enterprise business risks and

addressing them through informed and objective strategies.

REPORT ON CORPORATE GOVERNANCE

The Company pursuant to Clause 49 of the Listing Agreements with Stock Exchanges furnishes

its report on the code on Corporate' Governance.

COMPANY'S PHILOSOPHY ON CODE ON CORPORATE GOVERNANCE

The company's philosopt}y on Corporate Governance envisages the attainment of the highest

leve; of transparency, accountability and equity in all facets of its operations, and in all its

interactions with its stakeholders, including Shareholders, Employees, the Government and

Lenders. The Company is committed to achieve the highest International standards of Corporate

Governance. The Company believes that all its operation and action must serve the underlying

goal of enhancing overall sharenolder value over a sustained period of time.

In our commitment to practice sound governance principles, we are guided by the following

core principles:

1. Transparency

To maintain highest standards of transparency in all aspects of our inteIactions anddealings.

2. Disclosures

To ensure timely dissemination of all price sensitive information and matters of interestto our stakeholders.

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29th ANNUAL REPORT

3. Empowerment and Accountability

To demonstrate the highest levels of personal accountability and ensure that employees

consistently pursue excellence in everything they do

4. Compliances

To comply with all the laws and regulations as applicable to the company

5. Ethical Conduct

To conduct affairs of the company in an ethical manner

6. Stakeholder's interest

To promote the interest of all stakeholders including of customers, shareholders, employees,

lenders, vendors, governments and the community.

[13]

29th ANNUAL REPORT ~~T~)REPORT ON CORPORATE GOVERNANCE

The Company pursuant to Clause 49 of the Listing Agreements with Stock Exchanges

furnishes its report on the code on Corporate Governance,

COMPANY'S PHILOSOPHY ON CODE ON CORPORATE GOVERNANCE

The company's philosophy on Corporate Governance envisages the attainment of the highest

level of transparency, accountability and equity in all facets of its operations, and in all its

interactions with its stakeholders, including Shareholders, Employees, the Government and

Lenders, The Company is committed to achieve the highest International standards of

Corporate Governance, The Company believes that all its operation and action must serve

the underlying goal of enhancing overall shareholder value over a sustained period of time,

In our commitment to practice sound governance principles, we are guided by the following

core principles:

1. Transparency

To maintain highest standar.ds of transparency in all aspects of our interactions and

dealings,

2. Disclosures

To ensure timely dissemination of all price sensitive information and matters of interest

to our stakeholders.

3. Empowerment and Accountability

To demonstrate the highest levels of personal accountability and ensure that

employees consistently pursue excellence in everything they do.

4. Compliances

To comply with all the laws and regulations as applicable to the company

5, Ethical Conduct

To conduct affairs of the company in an ethical manner

6. Stakeholder's interest

To promote the interest of all stakeh01ders including of customers, shareholders,

employees, lenders, vendors, governments and the community,

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29th ANNUAL REPORT

BOARD OF DIRECTORS

I. {Composition & CategoryThe Board of the Company at present consists of Six Directors. two being Executives one issitting and three are independent.

II. Number of Board Meetings heldThe Company has held at least one meeting in every three months and the maximum timegap between any two Board meetings was not more than three Months. None of the Directorsof the Company was a member of more than ten committees or the Chairman of more thanfive committees across all the companies in which he is a Director.

During the year ended 31st March 2010, 9 meetings of Board of Directors were held as againstthe minimum requirement of four meetings. The dates and attendance are as follows:

Date of Meetings

29th April 2009

25th of June 2009

27th July 2009

2nd September 2009

29th September 2009

28th October 2009

29th January 2010

2nd February 2010

31st of March 2010

I. AUDIT COMMITTEE

No. of Directors Present

3

5

3

5

3

BOARD COMMITTEES

The Audit Committee meets periodically to review reports of Statutory/ internal Auditors anddiscuss their findings and suggestions. The committee comprises of three Non ExecutiveDirectors who have adequate financial and accounting knowledge. The Audit Committee metfour times on 10th May 2009, 315t July 2009, 25th October 2009 and 20th January 2010 duringthe financial Year 2009-201 O.The terms of reference of the Audit Committee, as containedunder Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, areas follows: .

1. Oversight of the Company's financial reporting process and the disclosure of its financialinformation.

2. Recommending the appointment and removal of external auditors, fixation of audit fee

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29th ANNUAL REPORT

and also approval for payment for any other services.3. Reviewing with the management, external and internal auditors, the adequacy of internal

control systems.4. Reviewing the adequacy of internal audit functions.5. Discussion with external auditors before the audit commences, nature and scope of

audit as well post audit discussion to ascertain any area of concern.6. Reviewing the Company's financial and risk management policies.

The Composition and details of Attendance during the year are as given below:

Name

Tosh Kumar Jain

Chander Bhushan Gupta-

Amit Kumar Singh

Designation

Executive

Independent

Independent

Attendance

4

4

4

\I SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Shareholders/ Investors Grievance Committee constituted by Board of Directors,comprises of Shri Paras Kumar Jain, Chairman cum Managing DireGtor, Shri Tosh KumarJain, Director and Smt Sudesh Jain, Director.

The committee looks into the redressal of shai'eholders/ investor grievance, if any, like Transfer/Transmission of Shares, Loss of Share Certificates, Non Receipt of Annual report, Repaymentof Principal and/or interest on Fixed Deposits etc. During the year under review 6 meetingswere held. The Company has no complaints/ transfers pending at the close of Financial Year.

COMPLIANCE OFFICER

Ms Anjul Agarwal, Company Secretary, who is the Compliance Officer, can be contacted at:

Desh RakshakAushdhalaya Limited, Bhagwant Kuti, Kankhal, Haridwar-249408 (Uttarakhan),India

Tel: Tel: 01334-243833, 245877 Fax: 01334-245877 Email : [email protected]

II. REMUNERATION COMMITTEE

The Board of Directors of your company constituted the Remuneration Committee. The roleof Committee inter alia is to determine en behalf of the Board of Directors and on behalf of the

Shareholders, the Company's policy on specific remuneration packages for ExecutiveDirectors. One meeting was held during the Financial Year 2009-2010. The Composition anddetails of attendance during the year are given below:

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29th ANNUAL REPORT

Name

Shri Paras Kumar Jain

Shri Tosh Kumar Jain

Smt. C.B.Gupta

Designation

Chairman cum MD

Director

Independent Director

Attendance

1

1

The terms of appointment and remuneration of the directors are in accordancewith the terms and conditions specified in the agreements entered into by theCompany with them.

DISCLOSURES

Besides the transactions mentioned elsewhere in the Annual Report, there were no othermaterially significant related party transactions that may have potential conflict with the iriterestsof the Company at large.

The Company has complied with various rules and regulations prescribed by Stock Exchanges,Securities and Exchange Board of India or any other statutory authority relating to the capitalmarkets during the last 3 years. No penalties or strictures have been imposed by them on theCompany.

The Audit Committee and the Board have adopted a Whistle-Blower Policy which provides aformal mechanism for all employees of the Company to approach the Management of theCompany (Audit Committee in case where the concern involves the Senior Management) andmake protective disclosures to the Management about unethical behavior, actual or suspectedfraud or violation of the Company's Code of Conduct or ethics policy. The disclosures reportedare addressed in the manner and within the time frames prescribed in the Policy. The Companyaffirms that no employee of the Company has been denied access to the Audit Committee.

All mandatory requirements as per Clause 49 of the listing Agreement have been compliedwith by the Company.

SHARE TRANSFER SYSTEM & TRANSFER AGENT

Your Company has appointed M/s Mas Services limited as its Registrar & Share TransferAgent w.e.f. 01.10.2007. Shareholder/ Investors are requested to forward Share TransferDocuments and other related correspondence directly to M/s Mas Services Limited at theiraddress at T-34,llnd Floor, Okhla Phase-II, New Delhi.

DEMATERIAtiSATION OF SHARES

The Securities (Equity Shares) of the company has been dematerialized with theNational Securities Depository limited (NSDL). Demat ISIN number in NSDL: INE971E01016

The annual custodian fees for the Financial Year 2009-10 have been paid to NationalSecurities Depository Limited (NSDL)

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29th ANNUAL REPORT

SECRETARIAL AUDIT

Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, onhalf yearly basis, have been issued by a CompanySecretary-in-Practice for due compliance ofshare transfer formalities by the Company. '

A qualified practicing Company S~\cretary carried out a Secretarial Audit to reconcile the totaladmitted capital with NSDL and the total issued and listed capital. The audit confirms that thetotal issued/paid up capital rs in agreement with the aggregate of the total number of shares inphysical form and the total number of shares in dematerialised form (held with NSDL).

Pursuant to SEBI (Depositories and Participants) Regulations, 1996, certificates have alsobeen received from a Company Secretary-in-Practice for dematerialization of the shares of theCompany and for conducting a secretarial audit on a quarterly basis for reconciliation of theshare capital of theDETAILS OF LAST THREE ANNUAL GENERAL MEETINGS

Meeting YearVenueofAGMDateTime

26thAGM

2006-07Kankhal Haridwar29.09.074.00P.M

27thAGM

2007-08Kankhal Haridwar27.09.084.00P.M;.

<,28thAGM 2008-09Kankhal Haridwar29.09.094.00P.M

MEANS OF COMMUNICATION

Information like quarterly financial results on significant developmeMs in the Company hasbeen suhmitted to the stock exchanges on which the Company's equity shares are listed, toenable them to put them on their own web sites. The quarterly financial results are published innews papers as well.

CODE OF CONDUCT

The Company has adopted the code of conduct and ethics for directors and senior management.The code has been circulated to all the members of the board and senior management. TheBoard members and senior management have affirmed their compliance with the code and adeclaration signed by CEO within the meaning of clause 49-V of the Listing Agreement is givenbelow:

"It is hereby declared that the company has obtained from all the members of the Board andsenior management affirmation that they have complied with the code of conduct forDirectorsand senior management of the Company for the year 2009-10."

Paras Kumar JainCEO

Desh Rakshak Aushdhalaya ud

[181:..1

29th ANNUAL REPORT ~~l~CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF

FINANCIAL OFFICER OF THE COMPANY

We, Paras Kumar Jain, Chief Executive Officer and Tosh Kumar Jain, Chief Financial Officer,

of Desh Rakshak Aushdhalaya Limited, to the best of our knowledge and belief certify that:

1. We have reviewed the Balance Sheet and Profit and Loss A.ccount of the Company for

the year ended 31st March, 2010 and its entire schedule and notes on accounts, as well

as the Cash Flow Statement.

2. To the best of our knowledge and information:

a. These statements do not contain any materially untrue statement or omit to state a

material fact or contains statement that might be misleading;

b. These statements together present a true and fair view of the Company's affairs and

are in compliance with existing accounting standards, applicable laws and regulations.

3. We also certify, that based on our knowledge and the information provided to us, there

are no transactions entered into by the company, which are fraudulent, illegal or violate

the company's code of conduct.

4. The company's other certifying officers and we are responsible for establishing and

maintaining internal controls for financial reporting and procedures for the Company,

and we have evaluated the effectiveness of the Company's internal controls and

procedures.

5. The Company have disclosed, based on our most recent evaluation, wherever applicable,

to the Company's auditors and to the Audit Committee of the Company, the following:

a. All significant deficiencies in the design or operation of internal controls, which we are

aware and have taken steps to rectify these deficiencies;

b. Significant changes in internal control during the year;

c. Any fraud, which we have become aware of and that involves management or other

employees who have a significant role in the Company's internal control systems;

Haridwar

2nd September, 2010

Paras Kumar Jain Tosh Kumar Jain

CEO, CFO

Desh Rakshak Aushdhalaya Ltd Desh Rakshak Aushdhalaya Ltd

[19]

~9th ANNUAL REPORT

FINANCIAL CALENDAR (TENTATIVE)

Financial reporting for the quarter ending June 30, 2009

Financial reporting for the quarter/half year ending September 30, 2009

Financial reporting for the quarter ending December 31 J 2009

Financial reporting for the Year ending March 31 J 2010

Annual General Meeting for the year ending March 31 J 2010

Distribution of Shareholding (as on March 31,2010)

On the Basis of Shares held

End of July 2009

End of October 2009

End of January 2010

End of June 2010

September 2010

~-~~--3---~----------No. of Equity No, of % to TotalNo. of shares% to total

Shares Held Shareholders

Shares heldShareholders

IIcld

(Range) --

---- ---~----- -----------------,"M __ ..•. M_

37.78%c--1..Up to 5000

2532 - 16,77,004I I

5001-1000019-I

1,09,300 2.46%I

1000 1-20000

3- 42,9000.96%

2000 1-30000

5- 1,27,520 .2.87%

3000 1-40000

--

4000 1-50000

2- 86,6002.95%

5000 1-100000

--

Above 100000

5- 23,95,00053.96%

"'.TOTAL 100%100%

[20]

29th ANNUAL REPORT

On the basis of Category

Category

Promoter Holding

Private Corporate Bodies

Indian Public

Total

No. of Shares Held

25,19,110

19,19,214

% to Total shares

56.75%

43.25%

100%

LISTING ON STOCK EXCHANGES AT:

(a) Bombay Stock Exchange Limited

25th Floor, P.J.Tower, Dalal S~reet, Mumbai

(b) The U.P. Stock Exchange Association Ltd

Padam Tower, 14/113, Civil Lines, Kanpur-208001

(c) The Cochin Stock exchange limited

MES Dr. P.K.Abdul Gafoor Memorial Culturq.l complex

36/1565, 4th Floor, judge Avenue, Kaloor. Cochin 682017

(d) The Delhi stock exchange Association Limited

DSE House, 3/1, Asaf Ali Road, New Delhi-11 0002

ADDRESS FOR CORRESPONDENCE

1. For Transfer or any other query relating to Shares of the Company:)'

MIs Mas Services Limited, T-34, lI~d Floor, Okhla Phase-II

New Delhi.

2. Any Query on Annual Report

DeshrakshakAushdhalaya Limited, Bhagwant Kuti, Kankhal Haridwar,

Uttarakhand-249408

[21]

29th ANNUAL REPORT

AUDITOR'S REPORTTo,

The Members,Mis Desh RakshakAushdhalaya Limited.HARIDWAR

Gentlemen,

We have audited the attached Balance Sheet of Mis DESH RAKSHAKAUSHDHALAYA LlM

ITED,HARIDWAR as at 315t March 2010 and the relative manufacturing, Trading, Profit &Loss Account & Cash & Fund Flow Statement for the year ended on 31.3.2010 annexedthereto. These financial statements are the responsibility of the company's management.Our responsibility is to express an opinion on these financial statements based on our audit.These financial statements are the responsibility of the firm's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 'a reasonable basis for our opinion.

As required by the companies (Auditor's report) order 2003, issued by the Central Govt. ofIndia in terms of sub-section (4A) of section 227 of the Companies Act, 1956 we enclose inthe annexure hereto a statement on the matters specified in paragraph 4 & 5 of the said order.

Further to our comments in the Annexure referred to above, we report that;

(i)We have obtained all the information and explanations which is to the best of our knowledgeand belief were necessary for the purpose of our ~udit.

(ii) In our opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of those books.

(iii)The Balance Sheet and Manufacturing, Trading, Profit & Loss Account dealt with by thisreport are in agreement with the books of accounts. ,f

(iv) In our opinion, the Balance Sheet and Manufacturing, Trading, Profit & Loss Account dealtwith by this report comply with the mandatory accounting standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956.(v) In our opinion and based on information and explanations given to us, none of the directorsare disqualified as on 31st March, 2010 from being appointed as directors in terms of clause(g) of the sub section (1) of section 274 of the Companies Act, 1956.

[22]

29th ANNUAL REPORT ~~T~ !

(vi) In our opinion and to the best of our information and according to the explanations given to .1'

us, the said accounts read together with the Significant Accounting Policies and other notes

thereon give the information's required by the Companies Act, 1956, in the manner so required

and present a true and fair view in conformity with the accounting principles generally acceptedin India.

a. In the case of Balance Sheet of the statement of affairs of the company as at 31 st March2010.

b. In the case of Mfg. Trading ,Profit & Loss account of the profit for the year ended 31.3.2010

c. In the case of the cash flow statement, of the cash flows for the year ended on that date.

FOR AND ON BEHALF OF

M/SANILJAIN & CO.

CHARTERED ACCOUNTANTS.

PLACE: HARIDWAR

DATED: 30.6.2010

[23]

[ANIL KUMAR JAIN]PROPRIETOR

MEMBERSHIP NO.070253

PAN NO. ACDPJ9361 N

29th ANNUAL REPORT ~~l~MIS DESH RAKSHAK AUSHDHALAYA LIMITED, HARIDWAR

(ANNEXURE TO AUDITOR'S REPORT

Referred to in paragraph 3 of our report of even date;

1.a The company has maintained proper records to show full particulars including quanti-tative details and situations of its fixed assets.

b. As explained to us, the fixed assets have been physically verified by the managementduring the year in a phased periodical manner, which in our opinion is reasonable,having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

C . In our opinion, the company has not disposed of substantial part of fixed assets duringthe year and the going concern status of the company is not affected.

2. In respect of its inventories;

a. as explained to us -inventories have been physically verified by the management atregular intervals during the year.

b In our opinion and according to the information's and explanations given to us, theprocedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business .

..

c. The Company has maintained proper records of the inventories. As explained to us,there were no material discrepancies noticed on physical verification of inventory ascompared to the book records

3. In respect of loans, secured or unsecured, granted or taken by the company to/fromcompanies, firms or other parties covered in the register maintained under Section 301of th8 Companies Act, 1956.

a. The Company had squared up the Unsecured loans covered in the register maintainedunder section 301 of the Companies Act, 1956 & already taken Secured loans fromPNB. Some Unsecured loans has been regrouped. The maximum amount involvedduring the year aggregating to Rs. 24.02 lacs at the beginning of the year and the yearend balance of loans taken from such parties was Rs. 0.49 lacs. The Company hasgranted loans to the parties during the year.

B . In our opinion, the rate of interest and other terms and conditions on which loans se-cured or unsecured have been taken from/granted to companies, firms or other partieslisted in the registers maintained under section 301 are not, prima facie, prejudicial to

the interest of the company. However, no interest has been charged on the loans £!iven/granted to the parties.

c. The company is regular in repaying the principal amounts as stipulated and also regular in the payment of interest.

d. There are·overdue amount of loans taken from or granted to companies, firms or otherparties listed in the registers maintained under section 301 of the Companies Act, 1956.

[24]

29th ANNUAL REPORT

4. In our opinion and according to the information's and explanations given to us, there areadequate internal control procedures commensurate with the size of the company andthe nature of its business with regard to purchases of inventory, fixed assets and withregard to the sale of goods. During the course of our audit, no major weakness hasbeen noticed in the internal controls.

5. No transactions covered under Section 301 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, there areno transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year toRs. 500000/- (Rs. five lacs only) or more in respect of any party.

7. The company has not accepted any deposits from the public during the year.

8. In our opinion the company has an internal audit system commensurate with the sizeand nature of its business.

9 We have broadly reviewed the books of accounts relating to materials, labour and otheritems of cost maintained by the company pursuant to the Rules made by the CentralGovernment for the maintenance of cost records under section 209 (1)(d) of the Compan'les Act, 1956 and we are of the op'm'lonthat prima facie the prescribed accounts andrecords have been made c.:i1dmaintained. We have not, however, made a detailedexamination of the same.

10. In respect of statutory dues:

a. According to the records of the company, the company is regular in depositing withappropriate authorities undisputed statutory dues including provident fund, employees'state insurance, income tax, sales tax, excise duty and other statutory dues applicableto it.

b. According to the information's and explanations given to us, no undisputed amountpayable in respect of income tax, wealth tax, sales tax and excise duty were outstanding as at 31st March, 2010 for a period of more than six months from the date theybecame payable.

c. According to the records of the company, there are no dues of sales tax, income tax,excise duty which have not been deposited on account of any dispute.

11. The company has accumulated losses and there is no any cash loss during the financial year covered by our audit.

12. Based on our audit procedures and according to the information and explanation givenby the management, we are of the opinion that the company is not defaulted in repayment of dues of the banks.

13. In our opinion and according to the information and explanations given to us, no loaM'Sand advances have been granted by the company on the basis of security by way ofpledge of shares, debentures and other securities. In our opinion, the company is not achit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company.

[25)

29th ANNUAL REPORT

14. Based on our examination of the records and evaluation of the related internal controls,we are of the opinion that proper records have been maintained of the transaction andcontracts and timely entries have been made in those records. We also report that thecompany has invested in the shares, securities, debentures and other securities.

15. The company has not given any guarantee for loans taken by others from bank orfinancial institutions.

16. The company has not raised any new term loans during the year. The term loansoutstanding were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short termbasis have been used for long term investment. No long term funds have been used tofinance short term assets except working capital.

18. During the year, the company has not made any preferential allotment of shares toparties and companies covered in the Register maintained under section 301 of theCompanies Act 1956.

19. The company has not created securities in respect of debentures issued.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information's and explanations given to us by themanagement no fraud on or by the company has been noticed or reported during thecourse of our audit "

FOR AND ON BEHALF OFM/SANIL JAIN & CO.CHARTERED ACCOUNTANTS.

PLACE: HARDWARDATED: 30.6.2010

[26]

(ANIL KUMAR JAIN)PROPRIETORMEMBERSHIP NO.070253

29th ANNUAL REPORT ~~l~OESHRAKSHAK AUSHOHALAYA LTO.

KANKHAL HARIDWARBALANCE SHEET AS ON 31-3-2010

LIABILITIES

SHAREHOLDER'S FUND

SHARE CAPITAL

EQUITY CAPITAL (A)

RESERVE & SURPLUS (B)LOAN FUNDS

SECURED LOANS

UNSECURED LOANS!DEFFERRED (C)

PAYMENTS LIABILITIES (D)

APPLICATION OF FUNDS

FIXED ASSETS (E)

INVESTMENTS (F)

CURRENT ASSETS, LOANS

&ADVANCES

INVENTORIES (G)

SUNDRY DEBTORS (H)

CASH & BANK BALANCES (I)

LOANS & ADVANCES (J)

LESS: CURRENT LIABILITIES & PROVISIONS

LIABILITIES (K)

PROVISIONS (L)

NET CURRENT ASSETS

A MISCELLANEOUS EXPENDITURE

NOTES TO THEACCOUNTS

7,669,850

20,381,450

1.572,400

2,597,628

32,221,328

14,884,680

770,277

ASON31.3.2010

46,631,740

24,458,243

48,786

0-

71,138,768

52,807,397

1,765,000

16,566,371

Q

71,138,768

(IN RUPEES)

ASON31.3.2009

46,631,740

22,648,712

435,995

2,015,000

71,731,447

42,476,723

1,765,000

27,489,724

o

71,731,447

-----------------------------------AUDITOR'S REPORT

AS PER OUR SEPARATE REPORT OF EVEN DATE ATTACHED.

Sd/·

[PKJAIN]MANAGING DIRECTOR

PALACE: HARDWAR

DATED: 30.6.2010

Sd/·

[TKJAIN]DIRECTOR

Sd!·

[Anjul Agarwal]

Company Secretary

[27]

FORAND ON BEHALF OF

M!SANILJAIN & CO

CHARTERED ACCOUNTANT

Sd!·


T

29th ANNUAL REPORT ~~T~DESHRAKSHAK AUSHDHALAYA LTD.

KANKHAL HARIDWARPROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31-3-2010

25,410,65116,419,557

3,910,452

3,316,949

3,006,142

2,150,329

4,032,632

3,349,011

........

.......... ,..TOTAL

36,359.87725,235,846

5,013,013

3,351,707

1,320,387

870.799

1,705,376

1,708,476

.....................1,987,251772,432

......1,987,251

772,432

PARTICULARS

INCOME (M)

SALES

EXPENDITURE

CONSUMPTION OF MATERIALS AND

INVENTORY AD. & MANUFACTURING EXPENSES (N)

WAGES, SALARIES/BENEFITS (0)

SELLING EXPENSES (P)

OTHER EXPENSES (Q)

PROFIT BEFORE INTEREST, AND

DEPRECIATION

LESS:

INTEREST (R)

DEPRECIATION

PROFIT

PROFIT AFTER TAX [AVAILABLE FOR

APPROPRIATION] TRANSFERRED TO

GENE:RALRESERVE

APPROPRIATIONS

Or. BAL. OF GENERAL RESERVE/P&LACCOUNT

LESS: PROFIT DURING THE YEAR

ADD: FRINGE BENEFIT TAX

ADD: PRIOR~YEAR EXPENSES

BALANCE IN GENERAL RESERVE ACCOUNT

TOTAL

ASON31.3.2010

41,372,890

41,372,890

(15,186,368)

1,987,251

o

177,720

(13,376,838)

ASON31.3.2009

28,587,553

28,587,553

(15,958,799)

772,431

o

o

(15,186,368)

--.----------------------------------AUDITOR'S REPORT

AS PER OUR SEPARATE REPORT OF EVEN DATEATTACHED.

Sd/-

[PK. JAIN]

MANAGING DIRECTOR

PALACE: HARDWAR

DATED: 30.6.2010

Sd/

[TKJAIN]DIRECTOR

Sd/-

[Anjul Agarwal]

Company ,Secretary

[28]

FORAND ON BEHALF OF

M/SANIL JAIN & CO.

CHARTERED ACCOUNTANT

Sd/-'


29th ANNUAL REPORT ~~l~DESHRAKSHAK AUSHDHALAYA LTD

SCHE

PARTICULARS

RUPEES"

RUPEES31"3"2010

31.3.2009

SCHEDULEAUTHORISED CAPITAL10000000 EQUITY SHARESOF RS. 101- EACH

100,000,000100,000,000

ISSUED, SUBSCRIBED (A)

46,631,740

& PAID UP CAPITAL :- [A] 4438324 EQUITY SHARES OF

44,383,240RS. 101- EACH LESS: FORFEITED SHARES [F.A"CEVALUE]ADD SHARE FORFEITTEDACCOUNT

2,248,50046,631,740..............

SCHEDULE (8) RESERVE & SURPLUS:INVESTMENT ALLOWANCE RESERVE46,11846,118

REVALUATION RESERVE

559,562559,562PREMIUM ON SHARE CAPITAL

37,229,40037,229,400P:~OFIT & LOSSACCOUNT

(13,376,838)(15,186,368)

24,458,243

22,648,712..... , ..

SECURED LOANS (C) ICICI FORD FIESTA LOAN0232,500

ICICI DEHRADU078,800

PNB CAR LOAN

.48.786124,695

48,786

435,995

SCHEDULE (D)

UNSECURED LOANS:PRABHA TAYAL SMT01,500,000

DOON INDUSTRIAL FUND LTD.0115,000

KANTARANI0400,000

...... , .... , . , , . , ,

0 2,015,000

FIXED ASSETS SCHEDULE AS PER COMPANIES AS ON 31.03.2010

NAME 01 ASSUS

RATE 01ORIGiNALADDiTiONADDITiONrurAL:};)~~t~)f:f'f~f1'OTI\:SIMSIM

[)[I'I<[:-

COST AS ONUPTOAfTU, SlY, C.I\"ONCiA1!ONDr 'f)~~[VAIU'VALUI

CIATION

31309SEPT 09UPTO 'iJfnOlORON'ON313.?009313/010

MIII,CH ?010

3U)009?009/0"10UPTO 31.3.7010

IJ~N[)

02.158.135 002.258130 00 02.1,8135 71,8.130

FACTORY BUilDING

33.200.262 003200.261• t./8./I0106.888~ .b8.1::.6081.1/'.,41'614,654

BUILDING UNIJIR CONSfRUCTION

09.5T1,9971.806.8611.579.43717,914.29000 C9.,11.9911/.91090

R & 0 BUllDIING

33.571.412 003.5714'2: .ti/~4.?99119,1851 ,663.tJ8',2,07-(,1131.9~.828

QFI'IC[ FURNITURI' / EOUIPM[NT

6701,111 ~~O,313U80743.20439,,85!'39, 143430.591305)Sl301,601

MACiiiNLRY

519.314.115 0551.93019, 866,04.';~',683.41.8889480' 1.1.9/.908U'O.6861313,':36

Fl FCT CQUIPfIf"Nl

I334,915 G?30335.14516U3115.640?81,g !111.68341)13

GASPLANl

519.9/5 018.40148,3164](0?)99 6.56915,10541,30f

MOTOR VUtIC!LS

1°6.051.961 0060519614 18/,3',14.1555)96.6861169.430755)/5

SCOOTlR

1°70,390 °24.10?94.49149.8051.886,1.69'10.58,36.801_____ ··_·_n~ __...

45,100.8721.847.1142.13,.87549.083.921ie, 1/1,1391.10,.37671.8/6.5' ,14.979133/1)57.406

CAPITAL WORK IN PROGRESS

11.496,9908053.001°25,549,991 0v0_ .

1149699025,549.991- -----"_ ...

62,597.8629,900.1752.135.81574.633.91220,1/11391.105,3162',826" ,4/,416,12352.8.01.391

[29]

29th ANNUAL REPORT ~~T~SCHEDULES FORMING PART OF BALANCE SHEET CONTINUE

PARTICULARS

SCHEDULE (F)INVESTMENTS IN INDIAN COMPANIES

SCHEDULE (G)

INVENTORIES

RAW MATERIAL & FINISHED GOODS

PACKING MATERIALS

130]

RUPEES

31.3.2010

1,765,000

6,135,880

1,533,970

7,669850

RUPEES

31.3.2009

1,765,000

4,558,375

1,290,365

5,848,740

29th ANNUAL REPORT i?;~l~SCHEDULES FORMING PART OF BALANCE SHEET CONTINUE

PARTICULARS

SCHEDULE (K)

CURRENT LIABILITIES

SUNDRY CREDITORS AGAINST GOODS

SECURITIES RECEIVED

SCHEDULE (L)

PROVISIONS

[31]

RUPEES31.3.2010

14,315,306

569,374

14,884,680

770,277

-

RUPEES31.3.2009

3,310,683

535,675

3,846,357

759,066

29th ANNUAL REPORT ~~T~DESHRAKSHAK AUSHDHALAYA LTD. KANKHAL HARIDWAR

SCHEDULES FORMiNG PART OF MANUFACTURING, TRADING, PROFIT & LOSS ACCOUNT

PARTICULARS

SCHEDULE (M)INCOMESSALES OF PRODUCTS DOMESTIC

SALES OF PRODUCTS EXPORT

SALES BRANCH OFFICE

OTHER INCOME, INTEREST

SCHEDULE (N)CONSUMPTION OF MATERIALS

AND INVENTORY

ANDJUSTMENT & MANUFACTURING EXP,

OPENING STOCKADD: PURCHASES

LESS: CLOSING STOCK OF

RAW MATERIAALS, WIP, CRUDEHERBALS, SEMI FIN, &FINISHED GOODS

FREIGHT INWARDSELECTRICITY & POWER

SCHEDULE (0)WAGES, SALARIES/BENEFITSPRODUCTION WAGES

PRINTING MlC EXPENSESSALARIES STAFF

SALARIES MARKETING STAFFE.S,L

PROVIDENT FUNDKITCHEN EXPENSES

HOUSE RENT ALLOWANCE

SCHEDULE (P)SELLING EXPENSESSALES TAXCARTAGE & FREIGHTLEAKGE & BREAKAGEBONUS ON SALESCOMMISSIONINCENTIVE ON SALESSALES PROMOTION

[32]

RUPEE

31.3;2010

20,951,3092,852785

13,564,7604,004,036

41,372,890

5,848,74025,702,408

3'\,55'\,'\45

7,669,850

23,881,298125,443

1,403,910

25.410,651

1,129,056

139,4421,221,626

756,097138,401423,058

15,15287,620

3,910,452

8,932680,175

44,304269,767

1,625,547372,911

4,506

3,006,142

RUPEE

31.3.2009

8,432,721

6,751,275

13,400,8412.716

28,587,553

3,753,70017,590,300

2'\ ,344,\)\)0

5,848,740

15.495,26053,483

870,814

16,419,557

903,418

135,712

1,069,045648,397

114,802343,469

19,599

82,507

3,316:949

4,526568,72447,707

282,467~·963,575262,921

20,409

2,150,329

29th ANNUAL REPORTSCHEDULE (Q)OTHER EXPENSES

POSTAGE

STATIONARY & PRINTING

DIWALlEXP.

AUDIT FEE

CONSUMABLE STORES

SERVICE TAX

TENDER DOCUMENTS

HOUSE NVATER TAX.

TRAVELLING DIRECTOR

REPAIRS & MAINTENANCE

MACHINERY REPAIRS

CAR INSURANCE

TRAVELLING EXPENSES

ADVERTISEMENT

FEE& TAXES

TELEPHONE/MOBILE EXP

CAR REPAIR & RUNNING EXP

NEWS PAPER/SUBSCRIPTION EXP

PROFESSIONAL CHARGES

DEPOT RENT

GOVT PENALTY

MEDICALEXP

OFFICE RENT

LISTING FEE

SCOOTER RUNNINGIREPEAIR

WHITEWASHING EXP

MiSC.EXP

DISCOUNT

PRICE LIST & SEWAN VIDHI

MANAGERIAL REMUNERATION

SCHEDULE 6 (R)BANK COMMISSION

INTEREST

ANN. OF CAPITAL WORK IN PROGRESS

BATLIBOY & CO.

BHAGWAT RAI JAIN ESTATES PVT LTD

BHARAT INDUSTRIES FLAT ADV

HERBALAUTOMATION

MAHANT DAYAL DASS CHELA DUJ DASS

MUNISH EXPORT

NANDASOFTWARE PVT LTD.

PHARMA MACHINARY MFG WORKS

RAN & CO

SH. M.L. CHATURVEDISTEEL PACK MACHINERY

VAHEED

<1;~l~33,655

38,654

84,788

139,071

104,000

0

20,000

30,000

66,362

69,282

20,460

21,544

1,625

7,333

17,936

34,483

20,294

105,789

194,549

129,212

288,218

139,647

36,627

44.615

724,622

554,095

258,070

200,158

307,616

539,459

62,422

54,545

246,372

200,161

40,279

56,991

192,545

72,700

24,000

24,000

87,506

0

193,906

0

36,000

36,000

21,964

30,700

2,970

0

26,835

30,864

128,050

720

178,481

150,356

12,480

38,632

600,000

600,000

.......•................... , ..4,032632

3,349,011

70,417

114,482

1,249,970

756,318

1,320,387

870,800

110,000

110,000

65,280

65,280

2,000,000

2,000,000

100,000

100,000

21,615,861

13,561,860

500,000

500,000

500,000

500,000

160,000

160,000

45,000

45,000

123,850

123,850

30,000

30,000

300,000

300,000

25,549,991

17,496,990............................

[33]

29th ANNUAL REPORTM/S DESH RAKSHAK AUSHDHALAYA LIMITED, HARIDWARCASH FLOW STATEMENT FOR THE PERIOD APRIL 2008 TO MARCH 2010

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before tax as per Profit & loss AccountAdjusted for:Miscellaneous Expenditure written offNet prior year adjustment(Profit)/Loss on sale of discarded assetsDepreciation

Operating Profit before working capital changesAdjusted for:Trade and other receivablesInventories

Trade payables

Cash generated from operationsNet prior year adjustmentsTaxes paid

1,987,251oooo

1.705.376

3.692,627

2,000,052(1.821,110)10.871.811

14.743,380o

o

14,743,380

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of fixed assetsSale of fixed assetsPurchase of investmentSale of investmentsMovement in loansInterest IncomeDividend Income

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issue of Share Capital netRedemption of preference share captialProceeds from long term borrowingsRepayment of long term borrowingsShort term loans

Dividends paidInterest paid

NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTSOPENING BALANCE OF CASH & CASH EQUIVALENTS

CLOSING BALANCE OF CASH & CASH EQUIVALENTS

l _

(12,036,050)ooo

(2.402,209)oo

(14,438.259)

ooooooo

o

305,1211.267,279

1,572,400

PLACE: HARID'fJARDATED: 25,8.2010

[34]

FOR AND ON BEHALF OFM/S ANIL JAIN & CO.CHARTRED ACCOUNTANTS

ANIL KUMAR JAINPROPRIETOR

29th ANNUAL REPORT ~~l~MIS DESH RAKSHAK AUSHDHALAYA LIMITED, KANKHAL, HARIDWAR

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TOACCOUNTS FOR THE YEAR 2009-2010

1.A. SYSTEM OF ACCOUNTING

The company follows the mercantile system of accounting and recognises incomeand Expenditure on an accrual basis except in case of significant uncertainties.

B. The accounts of the company have been prepared based on the going concern concept and the company is operating at a very low capacity utilisation level.

2. REVENUE RECOGNITION

Revenue from the sale of manufacture and traded products are recognised upon pas

sage of title to the customer and generally coincides with the delivery and acceptance.

3. FIXED ASSETS AND DEPRECIATION

FIXED ASSETS

Fixed assets are statett at cost less accumulated depreciation. The cost of an asset

comprises purchase price and any directly attributable cost of bringing the assets toits present condition or intended use.

The fixed assets includes a sum of Rs. 17496990- upto last financial year and Rs.8053001- during the FY 2009-10 (Total amount Rs. 25549991- shown under the headof work in progress and pending sinCE}a long time for adjustments.

DEPRECIATION

a. Depreciation has been provided on straight line method at the rates prescribed inSchedule of the Companies Act, 1956 as amended vide Notification No. 756[E] dated16th December 1993. No depreciation has been provided on the revaluation cost ofthe assets.

b. Depreciation on additions is being provided on prorata basis from the date of suchadditions.

4. TECHNICAL KNOW-HOW FEES

No technical know-how fee is paid during the year.

5. INVESTMENTS

Investment Rs. 17.65 lacs held on a long term basis and are valued at cost of acquisition since the shares are not quoted in any exchange and also to the companieswhere most of the Directors are common.

[35]

29th ANNUAL REPORT

6.

a.

INVENTORIES

INVENTORIES

Raw Materials

BASIS OF VALUATION

At cost

b. Work - in - progress At cost

c. Finished goods Sales - G.Profit Margin

d. stores and spares At cost

Stores and spares purchased are charged to Profit & Loss account in the year ofpurchase as the quantum is not material.

7. SALES

The company has done an export sales of Rs. 2852785/- to the different countries.

8. RESEARCH AND DEVELOPMENT EXPENDITURE

No research and development expenditure is incurred during the year.

9. RETIREMENT BENEFITS

a. Retirement benefits are accounted for as and when paid.

b. Provision of old Gratuity Rs. 328062/- has been shown in the Balance Sheet during theyear.

C. Provident Fund contributions Rs, 62103/- and ESI Rs. 15101/- are payable as on31.3.2010 .•

d. Accounting policies not specifically referred to are consistent with generally acceptedaccounting practices.

10. PROPOSED DIVIDEND

No provision has been made for the payment ofjOividend.

11. PROVISION FOR TAXATION

Since the company have old loss of Rs. 1561037- as per Income Tax Return but duringthe year after adjustment, the company will pay Income Tax as per separate calculation ..

TDS Rs.149137/-, VAT UK Rs. 43081/- VAT UP State Rs. 53679-, and CST Rs. 75557/

- are payable during the year.

I NOTES TO THE ACCOUNTS

Additional information pursuant to the provisions of paragraph 3 & 4 [c] [d] of part II ofschedule VI of the Companies Act, 1956.

[36]

29th ANNUAL REPORT

1. LICENCED AND INSTALLED CAPACITY

Licensed Capacity

Installed capacity

a.

b.

Tablet, Syrup, Powder, Awaleha etc.

Tablet 2050 lacs Nos.

Liquid 41 lacs bottles

Pills 27.50 lacs Nos.

Awaleha 280 Tones

Kwach 40 Tones

Capsules 60 lacs Nos.

2. PARTICULARS OF OPENING & CLOSING STOCK & SALES

Opening stock Rs. 5848740.00

Closing stock Rs. 7669850.00

Sales RS.41372890.00

Note: Since the number of items of raw materials and finished goods are more thanone thousand, hence quantitative details are not given.

3. DETAILS OF RAW MATERIAL CONSUMPTION

As the number of raw materials are more than one thousand and none of them amount

to reasonable parts of total consumption, no item wise details of raw material consumption in quantity has been given. "

4. TOTAL MANAGERIAL REMUNERATION PAID/PAYABLE DURING THE YEAR

a. Managing Director Rs. 300000/-

b. Director Rs. 300000/-

5. Fixed Assets include capital work in progress of Rs. 25549991/- paid as advance forMachinery, Building Materials and other equipments ,pending for adjustments sincesince a long time and also the balances have not been confirmed by them.

6. Over dues amount due on 31st March, 2010 of PNB are Rs. 48786/- which is secured

against the Company's fixed assets and personal guarantee of the Directors. Unsecured loans has been squared up & some re-grouped as per the information of directors of the company.

7. The branch office of the company is situated at Muzaffarnagar, UP.

8. Confirmation of balances of few parties appearing under the heads current liabiltiies,current assets, capital work in progress and loans & advances are still awaited

9. Particular of Auditors remuneration -

Audit Fee Rs. 20000/-

10. Extension for sale proceeds of export sales worth US$ 88609 is valid upto 30.6.1999.

11. Sundry Debtors includes various amounts which are more than 6 months old and noconfirmation of the outstanding are available.

[37]

29th ANNUAL REPORT

12 There was an agreement between the Co. (ORAL) and Mr. Tosh Kumar Jain (Directorof the Co.) who was already in agreement with Swami Dayal Dass Chela Duj Dass forthe persuation of the legal cases pending before different court including SupremeCourt and it has been agreed that after wining the battle in the legal court and after saleof the property a sum of Rs. 50.00 lacs will giVe to Mr. Tosh Kumar Jain against which80% share will be in the hands of the Co. Hence the registered deed after winning thecash executed in the month of August & Sept 2009 therefore profit has been bookedduring the financial year..

13. There are previous loss in income Tax of Rs. 1561037- but during the year after adjust

ment, the company will pay Income tax as per separate calculation of Income tax.

14. Previous year figures have been regrouped wherever necessary.

[P.K.JAIN]

[MG.DIRECTOR]

[Anjul Agarwal]

COMPANY SECRETARY

PLACE: HARIDWAR

DATED: 30.6.2010

[T.K.JAIN]

[DIRECTOR]

[38]

FOR AND ON BEHALF OF

MIS ANIL JAIN & CO.

CHARTERED ACCOUNTANTS.

[ANIL KUMAR JAIN]

PROPRIETOR

MEM8ERSHIP NO.070253

29th ANNUAL REPORT ~~T~BALANCE SHEE ABSTRACT AND COMPANY'S GENERAL

BUSINESS PROFILEAS ON 31-3-2010I. Registration Details

GIN No. 33A~9UR1981 PLG 000 6092

Reserves & Surplus

~Unsecured Loans/others

~

Net Current Assets

CIEilliliEJAccumulated Losses

~

Right Issue

[[[8ili[]J]Private Placement

year

+

Balance Sheet @]I]Date Month

II. Capita Raised during the year (A:"'"18untin Rs. Thousands)Public Issue

[[[8ili[]J]Bonus Share

[[[8ili[]J] [[[8ili[]J]III. Position of Mobilisation ar:d ::e'.e!opment of funds (Amount in Rs. thousands)

Total Liabilities Total Assets

lIEEETI0 ~Sources of Funds:

Paid-up Capita

~Secured Loa~s

DIIIElilApplication on Funds

Net Fixe: Assets

~Irves,r-ents

[[[E[2Iili]M scellaneous expenditure

DIIEEEJIV. Performance of Company (amount is Rs Thousands)

Tumover Total Expenditure

~ ~Other Income + Profit/Loss After Tax

~ 0J~Profit/Loss Before Tax Divident Rate %

0J~ ITIIIruV. Generic Names of Three Principal Services 8" company (As per monetary terms)

Item Code No. ~

Product Description

Item Code No.

Product Description

Item Code No

Product Desctiption

[39]