PUDUMJEE INDUSTRIES LIMITED · Office of the Company at Thergaon, Pune - 411 033 on Monday, the 30th day of August, 2010 at 9.00 a.m. (ST) to transact the lowing business: 1. To receive

PUDUMJEE INDUSTRIES LIMITED

DIRECTORS :SHYAM M. JATIA (Chairman & Managing Director)

A. S. DAYAL

R. C. SARAF

A. K. SOMANY

G. N. JAJODIYA

S. C. KEDIA

BANKERS :STATE BANK OF INDIA

IDBI BANK LIMITED

BANK OF INDIA

AXIS BANK LIMITED

SOLICITORS :KANGA & COMPANY

AUDITORS :KHARE & COMPANY

REGISTERED OFFICE :THERGAON, PUNE – 411 033

REGISTRAR & TRANSFER AGENTS :SATELLITE CORPORATE SERVICES PRIVATE LTD.

B-302, SONY APARTMENT,

OPP. ST. JUDE HIGH SCHOOL,

OFF ANDHERI KURLA ROAD,

JARIMARI, SAKINAKA, MUMBAI – 400 072

Demat Stock code: INE105C01023

EQUITY SHARES ARE LISTED AT :BOMBAY STOCK EXCHANGE AND

NATIONAL STOCK EXCHANGE, MUMBAI.


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N O T I C E

The Forty Fifth Annual General Meeting of the shareholders of Pudumjee Industries Limited will be held at the RegisteredOffice of the Company at Thergaon, Pune - 411 033 on Monday, the 30th day of August, 2010 at 9.00 a.m. (ST) totransact the lowing business:

1. To receive and adopt the audited Balance Sheet as on 31st March, 2010, the Profit & Loss Account and Cash FlowStatement for the year ended on that date, together with the Reports of the Directors and the Auditors.

2. To declare a dividend for the year 2009-10.

3. To appoint a Director in place of Mr. G.N. Jajodiya, who retires by rotation and is eligible for re-appointment.

4. To appoint a Director in place of Mr. A.K. Somany, who retires by rotation and is eligible for re-appointment.

5. To appoint Auditors of the Company to hold office from the conclusion of this meeting, until the conclusion of thenext Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS

6. To consider and, if thought fit, to pass with or without modification(s) the following resolution as a SpecialResolution.

“RESOLVED THAT pursuant to Section 31 and all other applicable provisions of the Companies Act, 1956, theArticles of Association of the Company be and is hereby altered in the manner given below:

The Article 168 (2) be amended by deleting the following words therefrom “and shall be counter singed bythe Secretary of the Company or such other person appointed by the Board for this purpose”.

A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The proxy in order to be effective, must be deposited at the Registered office of the Company not less than 48hours before commencement of the meeting.

The Explanatory statement pursuant to section 173 of the Companies Act, 1956 in respect of above mentioneditem No. 6 is annexed hereto.

The Register of Members and share Transfer Books of the Company will be closed from Saturday, the 21st day ofAugust, 2010 to Monday, the 30th day of August, 2010, both days inclusive.

The dividend, when sanctioned will be paid on and from 7th September 2010 to those shareholders whose names

stand on the Company’s Register of Member as holders of the shares on 30th August, 2010. The dividend in

respect of shares held in electronic form will be paid to the beneficial owners of the shares as at the close ofbusiness hours on 20

th August, 2010 as per the details furnished by the depositories for this purpose. The

payment of dividend will be subject to the provisions of section 206 A of the Companies Act, 1956.

Mr. G. N. Jajodiya and Mr. A. K. Somany, whose appointment is to be considered by Annual General Meeting asmentioned above do not hold any shares in the Company.

Members who hold shares in dematerialized form are requested to bring their CLIENT ID and DP ID numbers foreasy identification of attendance at the meeting.

Members holding shares in demateralised form are requested to intimate any change in their address, bankdetails etc. to their respective DPs and those holding shares in physical form are to intimate the above saidchanges to the Registrar and Share Transfer Agents of the Company.

By Order of the Board of Directors,

J. W. PatilAsst. Company Secretary

Registered Office:Thergaon, Pune – 411 033Dated: 20th May, 2010

ANNUAL REPORT 2009–2010

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ANNEXURE TO THE NOTICE

Explanatory Statement under Section 173 of the Companies Act, 1956

The following Explanatory Statement sets out all the material facts relating to item No. 6 of the Special Business mentioned

in the accompanying Notice dated 20th May, 2010 convening the 45th Annual general Meeting.

RESOLUTION NO. 6

The Article 168(2) provides for the Common Seal of the Company to be affixed in the presence of one Director with

counter signature of the Secretary or other authorized person. Since the law does not require the counter signature it is

proposed to delete the relevant words for the sake of convenience.

None of the Directors is interested in the proposed resolution.

Copy of the Memorandum of Association and Articles of Association of the Company is available for inspection at the

Registered Office of the Company on all working days between 2.00 p.m. and 4.00 p.m.

By Order of the Board of Directors,

J. W. Patil

Asst. Company Secretary

Registered Office:

Thergaon, Pune – 411 033

Dated: 20th May, 2010


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DIRECTORS’ REPORT

The Directors present the Forty Fifth Annual report on the working of the Company for the year ended 31st March, 2010,

together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2009-2010 Previous Year

Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 679.72 674.57

Adjusting therefrom interest of 300.20 354.56

And Depreciation of 114.07 96.97

The net profit comes to 265.45 223.04

The balance of profit brought forward from last year of 1,092.86 929.82

The total comes to 1,358.31 1,152.86

Adjusting against this amount the following namely:

Provision for Taxation of 45.00 68.00

Provision for deferred tax expense/(saving) of 45.00 (8.00)

Dividend on Equity Shares of 36.00 –

And Tax on Dividend of 5.98 –

Totalling to 131.98 60.00

There remains a balance of 1,226.33 1,092.86

Which the Directors propose to carry forward to next year’s accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in

accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not

been any material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at

the end of financial year on 31st March, 2010 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.


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DIVIDEND

The Directors recommend for your consideration the payment of dividend for the year ended 31st March, 2010 at

the rate of Re. 0.20 per share. If approved, the Equity Dividend will, subject to the provisions of Section 206A of

the Companies Act, 1956, be paid to those shareholders whose names stand on the Register of Members on

30th August, 2010. The Dividend in respect of shares held in the electronic form will be paid to the beneficial

owners of the shares at the close of business hours on 20th August, 2010 as per the details furnished by the

Depositories for this purpose.

OPERATIONS

During the year under review Company was able to sustain its performance in terms of profitability despite one of the Paper

Machines which remained shut for a protracted period of 202 days awaiting replacement of the major component of the

machine “Yankee Dryer”. The opportunity was taken to rebuild the machine with the new Yankee Dryer to speed up and

increase its production capacity by about 4000 MT per annum The cost of this investment was about Rs.12 crores.

With regard to Company’s Real Estate business in Partnership, the efforts continue on sale of ready apartments, which is

expected to be achieved by middle of next year. Construction under phase 3 has been conscientiously deferred till the

inventory is sold out. The plans for the 3rd phase include construction of Villas on “made to order” basis instead of the

apartments so as to fetch premium and better margin.

The wholly-owned subsidiary of the Company namely; Pudumjee Hygiene Products Ltd., which commenced its business

in 2005 and engaged in the business of hygiene products has shown better performance. Its products under “Greenlime”

brand are well recognized and continue to get a larger recognition, especially in the premium business segment. The

subsidiary has achieved, for the first time, a Profit Before Tax of Rs.54.55 lacs over a turnover of Rs.63.50 crores.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs G. N. Jajodiya and A. K. Somany retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the

conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and

marked Annexure ‘A’.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A)

of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and

Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure ‘B’.

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA

Dated : 20th May, 2010 Chairman


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ANNEXURE “A” TO DIRECTORS’REPORT

Information as per Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the

Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended 31st March, 2010.

I CONSERVATION OF ENERGY:

(a) Measures taken:

Continuous checking and analysis of energy consumption and operating parameters, power reduction on paper

making machines refiners by replacing disc pattern.

(b) Proposals:

Replacement of old motors with energy efficient motors.

Replacement of suction press roll vacuum pump by energy efficient pump.

(c) Impact of measures at (a) and (b) above on reduction of energy consumption:

There is no significant impact of measures at (a) and (b) above on cost of production.

(d) Power and Fuel Consumption:

2009-10 Previous Year

i) Electricity

(a) Purchased

- Units (KWHinlacs) 137.11 14930

- Total Amount (Rs. In lacs) 753.64 797.92

- Average Rate/KWH (Rs.) 5.50 534

ii) Steam Coal used in Boiler

(Grade’C’or Grade’D’whichever is available)

Quantity (MT) 10621 10514

Total Cost (Rs. In lacs) 428.52 533.20

Average Rate/MT (Rs.) 4035 5071

iii) Bagasse

Quantity (MT) - 631

Total Cost (Rs. In lacs) - 6.54

Rate Per MT - 1036

iv) Fuel Oil

Quantity (KL) 219 470

Total Amount (Rs. In Lacs) 60.16 141.74

Average Rate (Rs. Per KL) 27470 30157

v) Consumption per tonne of paper produced:

- Electricity (KWH) 877 836

- Fuel Oil (K. Ltrs.) 0.014 0.026

- Steam Coal (MT) 0.679 0.589

- Bagasse (MT) - 0.035


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As we are a specialty paper mill, the requirement of energy varies widely with the quality of paper being manufactured and

this would fluctuate annually depending upon the product mix and the raw material mix being utilized for different grades

and at different times.

II RESEARCH AND DEVELOPMENT:

1 Specific Areas in which R & D (a) Chemical consumption studies to optimize their usages

carried out by the Company. and improve performance on Paper Machine.

(b) Water conservation with improved operations.

(c) Improvement in softness and other properties of Tissue Papers.

(d) Development of new products.

2 Benefits derived as a result of above (a) Overall cost reduction.

R & D (b) Improved water conservation.

(c) Manufacture of value added products with alternate furnish.

3 Future Plan of action (a) Use of speciality chemicals for cost management

(b) Use of low cost furnish and Cost Optimization

(c) Development of new products for meeting market requirements.

4 Expenditure on R & D Rupees hi Lacs

(a) Capital . —

(b) Recurring negligible

(c) Total —

(d) Total R & D expenditure as a per centage of Turnover negligible

III TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:

(a) Efforts in brief made towards (a) Installation of Reel Stretch Packing

Technology absorption, adaptation Machine.

and innovation (b) Modernisation of a Paper Machine.

(b) Benefits derived as a result of (a) Increased production,

the above efforts (b) Improved Pulp Quality.

(c) No new technology was imported in last five years.

IV FOREIGN EXCHANGE EARNINGS AND OUTGO:

1 During the year the Company has exported 43 MT of paper valued at Rs. 21.49 lacs compared to 238 MT of paper

valued at Rs. 124.90 lacs during 2008-09. There are good prospects for export of paper. The efforts are continuing.

2 Foreign Exchange earned and used were Rs. 21.49 lacs and Rs. 3,864.14 lacs, respectively.

On Behalf of the Board of Directors,

SHYAM M JATIA

Chairman

Place : Mumbai,

Dated : 20th May, 2010.


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ANNEXURE "B" TO DIRECTORS’ REPORTCORPORATE GOVERNANCE DISCLOSURES

As required by Clause 49 of the Listing Agreements of the Stock Exchanges and guidelines issued by Securities &

Exchange Board of India, the Company has complied with all the requirements of the Code of Corporate Governance.

The Company’s Philosophy on Code of Governance

Essentially the Company’s philosophy on Corporate Governance envisages transparency with integrity in all its dealings

with its stakeholders, including shareholders, employees, lenders and others.

Code of Conduct

In tune with the corporate philosophy stated in the preceding para, the Board of Directors of the Company in its meeting

held on 29th October, 2005 laid down a Code of Conduct for all the Board Members and Senior Management Personnel

of the Company in terms of the requirements of revised Clause 49. The Code of Conduct is displayed at the Company’s

website www.pudumjeeindustries.com. Affirmation regarding compliance with the Code of Conduct had been obtained

from all Board Members and Senior Management Personnel of the Company. As required, a declaration duly signed by

the Chairman and Managing Director to the effect is appended.

Board of Directors

The Board has a strength of six directors. The Board consists of eminent persons with considerable professional expertise

and experience.

All Directors, except Mr. S. M. Jatia, who is Chairman and Managing Director, are non executive independent directors on

the Board.

Name Category Number of other Directorships & Committee Attendance Memberships/Chairmanships held Particulars

(No. of Board Meetings held in 2009-10 - 4)

Directorships in other Committee Committeecompanies incorporated Membership Chairmanshipsin India

Public Private

Mr. S. M. Jatia * CMD/PR 5 5 - - 4

Mr. A. S. Dayal NED/IND 3 6 2 - 4

Mr. R. C. Saraf * NED/IND 4 1 2 - 3

Mr. A. K. Somany NED/IND 1 2 - - -

Mr. G. N. Jajodiya * NED/IND 1 1 - - 4

Mr. S. C. Kedia * NED/IND 4 2 - - 4

* Attended the Annual General Meeting held on 31st August, 2009.

CMD: Chairman & Managing Director, NED: Non Executive Director, IND: Independent Director, PR: PromoterDirector, WTD: Whole Time Director.

During the year 2009-10, Four Board Meetings were held on 15th June, 2009, 28th July, 2009, 31st October, 2009and 30th January, 2010.


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Details of Remuneration paid to Directors during the year ended 31st March, 2010.

Amount in Rupees

Name Sitting fees Salaries Perquisites Commission Total

Mr. S. M. Jatia - 9,00,000 1,75,438 2,10,330 12,85,768

Mr. A. S. Dayal 8,000 - - - 8,000

Mr. R. C. Saraf 7,500 - - - 7,500

Mr. A. K. Somany - - - - -

Mr. G. N. Jajodiya 10,000 - - - 10,000

Mr. S. C. Kedia 4,000 - - - 4,000

Mr. S. M. Jatia is entitled to commission @ 4% of the profits of the Company.

Perquisites includes housing with electricity, gas, etc., medical expenses, leave travel assistance, club fees, accident

insurance premium, and contribution to provident fund etc., but excludes provision for Gratuity. There are no severance

fees, Stock Options and notice period in case of the Managing and Whole Time Director.

Non Executive Directors draw no remuneration except by way of sitting fees for each meeting of Board or Committee

thereof attended by them within the limits prescribed by law in this regard.

None of the Directors, except Promoter Director hold any share in the Company.

Appointment of Directors:

Resolutions have been proposed for re-appointment of Mr. G. N. Jajodiya and Mr. A. K. Somany as directors of the

Company on their retirement by rotation.

Mr. G. N. Jajodiya

Mr. G. N. Jajodiya was appointed in the year 2001 as Director of the Company. Mr. Jajodiya is a Bachelor of Commerce

and Master in Business Management and has about 15 years of business experience. He is not chairman or member of

any other company’s committee. He is a director of Pudmjee Hygiene Products Ltd., and Malprabha Commercial Pvt. Ltd.

Mr. A. K. Somany

Mr. A. K. Somany was appointed as director in the year 1991 and since then he has been reappointed from time to time

by rotation. Mr. Somany is a well known businessman with over 35 years of experience in the business and finance. He

is a director of following other companies.

Soma Textils and Industries Ltd., KGPL Inds. & Finvest Pvt. Ltd., and NND Investment Pvt. Ltd.

Board Procedure:

Four Board Meetings were held during the year. Detailed Agenda is sent to each Director well in advance of the meetings.

The Directors are briefed at each Board Meeting regarding performance and working by the functional heads. In addition

to matters statutorily requiring Board’s approval, all major decisions of policy, strategic formulations, capital expenditure,

new investments, major accounting policies are considered by the Board.


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Management Discussion and Analysis:

The Company is engaged in the business of manufacture of Crepe Tissues for the hygiene industry and other specialty

products like Packaging Tissues, Carbon Base paper etc. The Company’s products are well received in the market and

command premium despite intense competition from other manufacturers. The Company continues to emphasize the

importance of cost reduction especially with regard to raw material utilization to ward off the impact of rising cost of inputs.

The Company has modernized one of its paper making machines for enhanced production, both in terms of quantity and

quality.

The residential project of Real Estate business in Tirupur, being carried out in Partnership, has unsold inventory of

apartments, which is expected to be sold by mid 2011. The plans for further construction comprise of selling Villas on

“made to order” basis, instead of the apartments, so as to achieve better profitability.

The existing internal controls of the Company are periodically reviewed by the Audit Committee and are considered to be

adequate.

The Company employs about 148 employees and its relations with the labour have been cordial.

Pudumjee Hygiene Products Ltd., the wholly-owned subsidiary of the Company, successfully sells its products under the

“Greenlime” brand in the premium segment of hygiene products. The presence of the Company in the Retail Market is

constantly increasing.

Committee of Directors:

The Board has constituted a Committee of Directors under the provisions of Section 292 of the Companies Act,

1956 consisting of Messrs S. M. Jatia, G. N. Jajodiya and S. C. Kedia.

Audit Committee:

The Audit Committee comprises of Mr. R. C. Saraf (Chairman), Mr. A. S. Dayal and Mr. G. N. Jajodiya all of whom

are non executive independent Directors.

The terms of reference of the Audit Committee include.

� Review of quarterly/half yearly and annual financial statements.

� Review of the Company’s financial reporting system.

� Review of the internal control and audit system.

� Review of the Company’s financial and risk management policies.

� To consider the matter of appointment/re-appointment etc. of Statutory Auditors and their remuneration.

� Reviewing with the management and external and internal auditors the adequacy of internal control and audit

systems;

� Reviewing of internal audit function.

The Committee had held four meetings during the financial year 2009-2010 viz. the first for consideration of Annual

Accounts for the year ending 31st March, 2009, the second for consideration for 1st quarter results for the period ending

30th June, 2009, the third for considering half yearly/quarterly results for the period ending 30th September, 2009 and the

fourth to consider quarterly results for the quarter ended 31st December, 2009 respectively.

Mr. R. C. Saraf attended three meetings, and Mr. G. N. Jajodiya and A. S. Dayal attended all four meetings.

The Statutory and Internal Auditors had invariably attended all the Audit Committee Meetings.


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Shareholders’/Investors’ Grievance Committee:

The committee comprises of Mr. R. C. Saraf (Chairman), Mr. S. M. Jatia, and Mr. G. N. Jajodiya. Its terms of

reference include review of complaints of shareholders/investors, the Company’s performance on redressal of

complaints and to look into the correspondence with Securities & Exchange Board of India (SEBI) and the Stock

Exchanges concerning investors complaints.

Mr. J. W. Patil, Assistant Company Secretary is the compliance officer.

This committee specially looks into redressing of shareholders’ and investors’ complaints such as transfer of

shares, non receipt of share certificates, non receipt of declared dividends etc.

No complaint was received from investors and also from Stock Exchanges during the year.

As on 31st March, 2010 there were no transfers pending to be executed.

Remuneration Committee:

The Committee comprises of Mr. R. C. Saraf, Mr. G. N. Jajodiya and Mr. S. C. Kedia. No meeting was held during

2009-10.

General Body Meetings:

The last three Annual General Meetings of the Company were held at the Registered Office of the Company at Thergaon,

Pune - 411 033 on 3rd September, 2007, 1st September, 2008 and 31st August, 2009 at 9.00 a.m. (ST).

No Special Resolution was proposed through Postal Ballot at the Annual General Meetings held on 3rd September, 2007,

1st September, 2008 and 31st August, 2009.

On 9th February, 2008 Extra Ordinary General Meeting was convened at which no special resolution was proposed

through postal ballot.

No Special Resolution is proposed to be included at the ensuing Annual General Meeting through Postal Ballot.

Disclosures:

a) There were no transactions of material nature with the promoters, the directors or the management, their subsidiaries

that had any potential conflict with the interest of the Company at large.

b) No penalties or strictures were imposed on the Company by any of the Stock Exchanges, Securities & Exchange

Board of India or any Statutory Authority on any matter related to capital market, during the last three years.

c) None of personnel has been denied access to the Audit Committee.

d) All the mandatory requirements of the revised clause 49 of the Listing Agreement have been complied with as

detailed in this annexure “B”. Non mandatory requirements have been complied with in so far as they relate to

appointment of remuneration committee and having unqualified financial statements.

e) In terms of listing agreement, the Company has its “Risk Management Policy and Mitigation Measures” and is adopted

by the Board. The Board/Audit committee periodically reviews the risks and the measures to mitigate the same.

Means of Communication:

a) The quarterly and half yearly un-audited financial results were published in “Financial Express” and in “Loksatta” (in

Marathi Language)

b) These results are also posted on Company’s website www.pudumjeeindustries.com and are also available on SEBI’s

website www.sebi.gov.in

c) The Company has created a dedicated e mail for investor’s complaints viz. [email protected]

d) The Management discussion and Analysis is part of the Annual report of the Directors to the shareholders of the

Company.

e) The code of conduct adopted by the Board of Directors is also posted on Company’s aforesaid website.


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General Information for Shareholders:

a) Annual General Meeting :

Date & Time 30th

day of August, 2010 at 9.00. a.m. (ST)

Venue : Registered office of the Company at Thergaon, Pune - 411 033

b) Financial Year : 1st April to 31st March

c) Financial Calendar:

(Tentative)

Date of Book Closure : Saturday, the 21st August, 2010 to Monday, the 30

th August, 2010

Last date for receipt of proxy forms : 28th August, 2010 (Before 9.00 a.m)

Dividend Payment Date : 7th September, 2010

Board Meeting for consideration ofunaudited results for first threequarters : By last week of succeeding month

Listing on Stock Exchanges : Name of Stock Exchange Stock Code

Bombay Stock Exchange Ltd. 516092

Phiroze Jeejeebhoy Towers, 25th Floor,Dalal Street, Mumbai 400 001

The National Stock Exchange of India Ltd., PDUMJEIND

Exchange Plaza, 5th Floor, Plot No. C/1. G Block,Bandra Kurla Complex, Bandra (E),Mumbai 400 051

Listing fees for the year 2010-11 for all above Stock Exchanges havebeen paid by the Company.

Demat : NSDL and CDSL for Equity shares (Stock code INE105C01023)


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d) Market Price Data and Share Price Performance:

Month National Stock Bombay Stock BSE 500 IndexExchange of India Ltd. Exchange Ltd. (Closing)

High Low High Low(Rs.) (Rs.) (Rs.) (Rs.)

April, 2009 9.20 7.50 11.49 8.42 4,140.42

May, 2009 9.00 8.30 11.74 7.99 5,520.25

June, 2009 13.45 9.45 15.90 11.63 5,492.03

July, 2009 15.50 11.75 15.50 12.90 5,940.38

August, 2009 15.80 14.20 14.59 12.00 6,044.61

September, 2009 15.05 12.30 15.70 13.03 6,552.75

October, 2009 15.00 11.15 14.99 12.12 6,142.43

November, 2009 15.95 10.80 16.25 11.30 6,584.98

December, 2009 23.25 13.20 23.05 13.80 6,842.25

January, 2010 23.90 15.70 24.70 15.60 6,509.90

February, 2010 20.90 15.90 20.55 15.80 6.518.38

March, 2010 18.40 15.05 19.10 15.00 6,919.55

e) Registrar & Share transfer Agents : Satellite Corporate Services Pvt. Ltd.(Share transfer and communication Unit: Pudumjee industries Ltd.regarding share certificates, dividend B-302, Sony Apartment, Opp. St. Jude High School,and change of address) Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400 072

Tel: 022-28520461/28520462 Fax: 022-28511809e-mail: [email protected]

This is a common Agency looking after the work related to ShareRegistry in terms of both, physical and electronic connectivity(as per directions of SEBI)

f) Share Transfer System : The share transfers in physical form are presently processed and theshare certificates returned within a period of 30 days from the date ofreceipt subject to the documents being in order in all respects.


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g) Shareholding pattern and distribution of shares as on 31st March, 2010. Face Value of shares of Rs. 2/- each

SHARE HOLDING PATTERN DISTRIBUTION OF SHAREHOLDING

Category No. of Shares % No. of Shares No. of Shares held inShareholders each class

Promoters 1,24,18,662 68.99 1 - 2,500 3,650 16,75,745

Banks/

Institutions 20,500 0.11 2,501 - 5,000 134 2,54,351

Bodies

Corporate 21,89,638 12.17 5,001 - 10,000 88 3,49,354

Public 33,71,200 18.73 10,001 - 20,000 32 2,33,952

20,001 & Above 57 1,54,86,598

Total 180,00,000 100.00 3,961 180,00,000

h) Dematerialisation of Shares : 95.42% of the shares were held in dematerialized form as on31st March, 2010.

The trading in equity shares of the Company by all investors ispermitted only in dematerialized form.

On and from 1st February, 2005, for the convenience of theshareholders, the Company is required by SEBI to pay the custodycharges to the Depositories viz. NSDL & CDSL and as such theshareholders are requested to take advantage by dematerialisingtheir shares at the earliest.

i) Liquidity : The total number of shares transferred in the non demat segmentduring 2009-10 were 6,500.

j) Plant Location : Thergaon, Pune - 411 033.


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k) Investors Correspondence

a) For transfer/dematerialisation : Satellite Corporate Services Pvt. Ltd.

and any other enquiry relating : Unit: Pudumjee industries Ltd.

to the shares of the Company. B-302, Sony Apartment, Opp. St. Jude High School,

Off Andheri Kurla Road, Jarimari, Sakinaka Mumbai - 400 072

Tel: 022-28520461/28520462 Fax: 022-28511809

e-mail: [email protected]

(Note: Shareholders holding shares in Electronic Mode shouldaddress all correspondence concerning their holdings or transfersto their respective Depository Participants.)

b) Any Other Enquiry : The Asst. Company Secretary

Pudumjee industries Ltd.,

Thergaon, Pune – 411 033

Tel: 91-020-30613333 Fax: 91-020-30613388 / 27273294

e-mail: [email protected]

Dedicated e-mail ID for Investors complaints:

[email protected]

l) Compliance Certificate : The certificate of compliance with the requirements of CorporateGovernance by the Company issued by M/s. Khare & Company, theauditors of the Company, is annexed.

m) Qualifications in Auditors’ Report : The Auditors have not expressed any qualification/adverse remarkin their Report.

n) Transfer of unclaimed amounts to : During the year there was no amount due to be credited withInvestors’ Education and Protection Fund. Investors’ Education and Protection Fund.


Place : Mumbai SHYAM M. JATIADated : 20th May, 2010 Chairman


16

CORPORATE GOVERNANCE REPORT OFPUDUMJEE INDUSTRIES LIMITED

Declaration regarding affirmation of Code of Conduct

In terms of the requirements of amended Clause 49 of the Listing Agreement, Code of Conduct, as approved bythe Board of Directors of the Company in its meeting held on 29th October, 2005 has been displayed at Company’swebsite www.pudumjeeindustries.com All the members of the Board and the Senior Management personnel haveaffirmed the compliance with the Code for the year ended 31st March, 2010.

Place : Mumbai SHYAM M. JATIADated : 20

th day of May, 2010 Chairman & Managing Director


17

AUDITORS' CERTIFICATE

The Shareholders of,

Pudumjee Industries Ltd.,

Thergaon, Pune 411 033.

We have reviewed the records and documents concerning implementation of Corporate Governance procedure set by

the company during the financial year ended 31st March, 2010 and furnished to us for our review.

Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited

to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the

Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have conducted our review on the basis of the relevant records and documents maintained by the Company and

furnished to us for review, and the information and explanations given to us by the Company.

Based on such a review, in our opinion, the Company has complied with the conditions of Corporate Governance as

stipulated in Clause 49 of the Listing Agreements entered into, by the company with various Stock Exchange of India.

In our opinion and to the best of our information and according to the explanations given to us we certify that company has

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We further state that, such compliance is neither an assurance as to the future viability of the Company, nor as to the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For KHARE & CO.Chartered Accountants

FRN 105100W

Place : Mumbai, Y. P. SHUKLADated : 20

th May, 2010. Proprietor.


18

REPORT OF THE AUDITORS TO THE SHAREHOLDERS

We have examined the attached Balance Sheet of Pudumjee Industries Ltd., (formerly known as Pudumjee Agro

Industries Ltd.) as at 31st March, 2010 and the Profit and Loss Account and Cash Flow Statements annexed thereto

for the year ended on that date. 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.

We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the

amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial

statements. We believe that our audit provides a reasonable basis for our opinion.

We report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purposes of our audit;

b) 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;

c) In our opinion, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by

this report comply with the accounting standards as referred to in Sub-section (3C) of Section 211 of

the Companies Act, 1956;

d) The said Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report

are in agreement with the books of account;

e) On the basis of information and explanations given to us, and representations obtained by the Company

and taken on record by the Board of Directors, we report that, there are no directors of the Company

who are disqualified under section 274(1) (g) of the Act, from being appointed as directors during the

year.

f) In our opinion and to the best of our information and according to the explanations given to us, the

said accounts give the information required by the Companies Act, 1956, in the manner so

required and give a true and fair view in conformity with the accounting principles generally

accepted in India;

I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

II. In the case of Profit and Loss Account, of the profit for the year ended on that date; and

III. In the case of the Cash Flow Statement of the cash flows for the year ended on that date.

As required by the Companies (Auditor’s Report) Order 2003, issued by the Central Government in terms

of Section 227(4A) of the Companies Act, 1956 and according to the information and explanations given

to us during the course of the audit and on the basis of such checks as were considered appropriate, we

further state that :-

i a) The Company has maintained proper records showing full particulars including quantitative details

and situation of fixed assets;


19

b) As explained to us, the fixed assets have been physically verified by the Management at the end

of the year. It has been reported to us that, no material discrepancies have been noticed on such

verification;

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year;

ii a) It is reported that, the inventories have been physically verified by the management at the end of

the year;

b) In our opinion and according to the information and explanations given to us, the procedures 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 inventories and as explained to us there were no

material discrepancies noticed on physical verification of inventory as compared to the book records;

iii a) The Company has taken unsecured loan aggregating Rs. 6,097.00 lacs from one company, covered

in the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, the rate of interest and

other terms and conditions of such loan taken are not prima facie prejudicial to the interest of the

Company;

c) The payment of the principal amount and interest thereon is also regular;

d) There are no overdue amounts in respect of loans taken by the Company;

e) The Company has granted unsecured loan aggregating Rs. 4,250.14 lacs to four companies, and

a firm covered in the register maintained under Section 301 of the Companies Act, 1956.

f) In our opinion and according to the information and explanations given to us, the rate of interest and

other terms and conditions of such loan taken are not prima facie prejudicial to the interest of the

Company;

g) The payment of the principal amount and interest thereon is also regular;

iv In our opinion and according to the information and explanations given to us, there are adequate

internal control procedures commensurate with the size of the Company and the nature of its business

for the purchase of inventories, fixed assets and also for the sale of goods and services. There are no

continuing failure to correct major weaknesses in the internal control;

v a) According to the information and explanations given to us, the transactions that need to be entered

in the register maintained U/s 301 of the Companies Act, 1956, have been so entered;

b) According to the information and explanations given to us, these transactions have been made at

prices which are reasonable having regard to prevailing market prices at the relevant time where

such market prices are available;

vi The Company has not accepted any deposits from the public;

vii The Company has appointed independent internal auditors and in our opinion the internal audit system

is commensurate with the size and nature of its business;

viii We have broadly reviewed the records maintained by the Company pursuant to the order made by the

Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act,

1956 and are of the opinion that prima facie the prescribed accounts and records have been made and

maintained. However no detailed examination of such accounts and records have been carried out by

us;


20

ix a) According to the records of the Company, undisputed statutory dues including Provident Fund,

Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth

Tax, Service Tax, Custom Duty, Excise Duty, Cess and other outstanding statutory dues have been

regularly deposited during the year with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect

of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in

arrears as on 31st March 2010 for a period of more than six months from the date they became

payable;

c) The disputed Statutory dues aggregating Rs. 379.19 lacs that have not been deposited on account

of disputes and matters pending before appropriate authorities are as under:-

S. No. Nature of the Forum where Amount

Dues The dispute is Rs. in lacs

Pending

1 Excise Duty CESTAT 151.78

(Departments Appeal)

2 Service Tax Commissioner 0.39

(Service Tax)

3 Custom Duty Supreme Court 43.47

(Department Appeal)

4 Service Tax CESTAT 1.24

5 Sales Tax High Court, M. P. 182.31

x The Company has no accumulated losses and the Company has not incurred cash Loss during the

year under report or the immediately preceding financial year;

xi According to the information and explanations given to us, the Company has not made any default in

repayment of dues to financial institutions or banks or debenture holders;

xii In our opinion and according to the information and explanations given to us, the Company has not

granted any loans on the basis of security by way of pledge of shares debentures and other securities;

xiii The Company is not a nidhi, mutual benefit fund or a society;

xiv The Company is not dealing or trading in shares securities, debentures and other investments;

xv The Company has given guarantees for loans and other credit facilities taken by its subsidiary from

banks and according to the information and explanations given to us, the terms and conditions of such

guarantees are not prejudicial to the interest of the Company;

xvi According to the information and explanations given to us, the term loans were applied for the purpose

for which they were obtained;

xvii In our opinion and 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 term basis

have been used for long term investment;


21

xviii According to the information and explanations given to us, during the year under report the Company

has not made any preferential allotment of shares to any person;

xix According to the information and explanations given to us the Company has not issued any debentures

and hence the question of creating security or charge therefore does not arise;

xx During the year under report, no public issue has been made by the Company;

xxi To the best of our knowledge and belief, and according to the information and explanations given to

us, no fraud on or by the company has been noticed or reported during the course of our audit.

For KHARE & CO.

Chartered Accountants

FRN 105100W

Place : Mumbai, Y. P. SHUKLA

Dated : 20th May, 2010. Proprietor

Membership No. 16203


22

NOTES AS PER SCHEDULE "M"

As per our Report of date attached On behalf of the Board,

For KHARE & CO., SHYAM M. JATIAChartered Accountants Chairman & Managing Director

Y. P. SHUKLA J. W. PATIL R. C. SARAFProprietor Assistant Company Secretary Director

Mumbai, Dated : 20th May, 2010 Mumbai, Dated : 20th May, 2010

SOURCES OF FUNDS

SHAREHOLDERS’ FUNDS

Share Capital A 360.00 360.00

Reserves & Surplus B 3,829.59 3,695.26

4,189.59 4,055.26

LOAN FUNDS

Secured Loans C 1,675.41 688.43

Unsecured Loans D 4,598.79 2,041.27

6,274.20 2,729.70

PROVISION FOR DEFERRED TAX 180.00 135.00

10,643.79 6,919.96

APPLICATION OF FUNDS

FIXED ASSETS E

Gross Block 3,994.75 2,706.62

Less : Provision for Depreciation 1,500.48 1,389.37

Net Block 2,494.27 1,317.25

Capital Work in Progress 9.79 110.59

2,504.06 1,427.84

INVESTMENTS F 1,268.16 1,268.16

CURRENT ASSETS, LOANS & ADVANCES G

Inventories 2,140.57 992.28

Sundry Debtors 1,572.81 1,268.48

Cash & Bank Balances 137.41 188.37

Other Current Assets - 5.65

Loans & Advances 4,065.18 3,127.61

7,915.97 5,582.39

Less: CURRENT LIABILITIES & PROVISIONS H

Liabilities 884.62 1,272.20

Provisions 159.78 86.23

1,044.40 1,358.43

NET CURRENT ASSETS 6,871.57 4,223.96

10,643.79 6,919.96

BALANCE SHEET AS AT 31ST MARCH, 2010

As at As atSchedule 31.03.2010 31.03.2009

(Rs. in lacs) (Rs. in lacs)


23

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

2009-2010 2008-2009

Schedule (Rs.in lacs) (Rs.in lacs)

INCOME

Sales & Income from

Operation (net) I 7,026.94 9,651.31

Other Income J 427.86 452.69

7,454.80 10,104.00

EXPENDITURE

Manufacturing & Other Expenses K 7,347.24 8,676.60

Trade Purchases 182.17 553.79

Net Foreign Exchange Loss/(Gain) (34.49) 128.24

Depreciation 114.07 96.97

7,608.99 9,455.60

(154.19) 648.40

INCREASE/(DECREASE) IN STOCK L

Stock at Commencement 128.90 554.26

Stock at Close 548.54 128.90

419.64 (425.36)

PROFIT FOR THE YEAR BEFORE TAX 265.45 223.04

Less: Provision for Current Taxation 45.00 68.00

Less:/Add Provision for Deferred Tax

Expenses/(Saving) 45.00 (8.00)

90.00 60.00

PROFIT FOR THE YEAR AFTER DEFERRED AND

CURRENT TAX 175.45 163.04

Balance of profit brought forward from last year 1,092.86 929.82

AMOUNT AVAILABLE FOR APPROPRIATIONS 1,268.31 1,092.86

APPROPRIATIONS:

Proposed Dividend on Equity Shares (Free of Tax) 36.00 -

Tax on Proposed Dividend 5.98 -

41.98 -

BALANCE CARRIED FORWARD TO NEXT YEAR 1,226.33 1,092.86

Earning Per Share-After Current & Deferred Tax Rs. Rs.

Basic & Diluted. 0.97 0.91

(See note No.4 of Schedule ‘M’)


As per our Report of date attached On behalf of the Board,

For KHARE & CO., SHYAM M. JATIAChartered Accountants Chairman & Managing Director




24

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEETAS AT 31ST MARCH, 2010

AS AT AS ATSCHEDULE ‘A’ - SHARE CAPITAL 31.03.2010 31.03.2009

AUTHORISED (Rs.in lacs) (Rs.in lacs)

12,50,00,000 Equity Shares of Rs.2 each 2,500.00 2,500.00

ISSUED, SUBSCRIBED AND PAIDUP

180,00,000 Equity Shares of Rs.2 each 360.00 360.00

Of the above 8,135 Equity Shares were allotted as fully paid up for consideration other than cash and 61,20,575Equity shares were allotted as fully paid up Bonus Shares issued by way of capitalisation of Reserves.

SCHEDULE ‘B’ - RESERVES & SURPLUS AS AT AS AT31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)GENERAL RESERVE

As per last Balance Sheet 1,360.00 1,360.00

SHARE PREMIUM ACCOUNTAs per last Balance sheet 1,197.48 1,197.48

CAPITAL RESERVEAs per last Balance sheet 0.44 0.44

CAPITAL SUBSIDY RESERVEAs per last Balance Sheet 40.00 40.00

RESERVE FOR DOUBTFUL DEBTS(see Schedule H) 5.34 4.48

SURPLUSBalance in Profit & Loss Account 1,226.33 1,092.86

3,829.59 3,695.26


25

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEETAS AT 31ST MARCH, 2010 (Contd.)

AS AT AS AT31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)SCHEDULE ‘C’ - SECURED LOANS

From Banks:

Against hypothecation of stocks, Stores & book debts

Cash Credit: 901.69* 688.43*

Against first charge on Fixed Assets of the company.Term Loan 773.72 -

1,675.41 688.43

Note: * Also Secured by a second charge on fixed assets of the company, ranking pari passu among the consortiumbanks.

SCHEDULE ‘D’ - UNSECURED LOANS AS AT AS AT31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)SHORT TERM LOANS & ADVANCES

From Bank — —

From Others 4,598.79 2,041.27

4,598.79 2,041.27


26

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27


SCHEDULE ‘F’ — INVESTMENTS AS AT AS AT

31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)

LONGTERM INVESTMENTS (At Cost)

TRADE INVESTMENT (unquoted)

100,00,000 Equity shares of Subsidiary 1,000.00 1,000.00

Company Pudumjee Hygiene Products Ltd of

Rs.10/-each fully paid.

Investment in Capital of Prime Developers,a firm. 1.00 1.00

OTHER INVESTMENTS

34,12,850 (Last year 682570) Equity shares of Pudumjee

Pulp & Paper Mills Ltd of

Rs.2/- each (Last year Rs.10 each) fully paid (quoted) 267.16 267.16

675,000 Equity shares of Pudumjee Plant

Laboratories Ltd. of Rs.10/- each

fully paid (unquoted) 60.00 60.00

1,328.16 1,328.16

Less : Provision for Diminution in Value of Long Term

Investments,deducted per contra 60.00 60.00

1,268.16 1,268.16

Aggregate amount of unquoted investments (At cost) 1,061.00 1,061.00

Aggregate amount of quoted investments

Cost 267.16 267.16

Market Value 648.44 281.56


28


SCHEDULE ‘G’ - CURRENT ASSETS, LOANS AS AT AS AT

& ADVANCES 31.03.2010 31.03.2009


CURRENT ASSETS

(As certified by a Director)

INVENTORIES

STORES, SPARE PARTS ETC. (At cost) 457.13 342.44

LOOSE TOOLS (At cost) 0.19 0.24

STOCK-IN-TRADE

Finished Goods

(At lower of cost or market value ) 514.65 119.52

Work-in-process (At cost) 33.89 9.38

Raw material (At cost) 1,134.71 520.70

2,140.57 992.28

SUNDRY DEBTORS (Unsecured)

Debts outstanding for a

period exceeding six months

Considered Good 9.48 17.53

Considered Doubtful 141.99 143.82

151.47 161.35

Other Debts

Considered Good 1,563.33 1,250.95

Considered Doubtful - -

1,714.80 1,412.30

Less: Provision for Doubtful

debts deducted per contra 141.99 143.82

1,572.81 - 1,268.48

C/O 3,713.38 2,260.76


29

CURRENT ASSETS (contd.)B/O 3,713.38 2,260.76

CASH & BANK BALANCES

On hand as per books 3.73 2.62

On accounts with Scheduled Banks 120.69 5.25

On Deposit accounts (kept with Bank) 1.07 30.00

Cheques on hand 11.92 150.50

137.41 188.37

OTHER CURRENT ASSETS

Interest accrued

On Banks & Other Deposits - 5.65

LOANS & ADVANCES

(Unsecured,considered good

unless otherwise stated)

Prepaid Expenses 6.88 6.86

Advances to employees 1.49 1.29

Deposits 33.61 33.61

Includes Rs.20 lacs (Last year Rs.20 lacs)

with a company in which a Director is interested

Maximum during the year Rs. 20 lacs

(Last year Rs.20 Lacs)

Advance Income Tax etc.(Net) 40.78 19.85

Advance to a firm in which company is a partner 1,599.63 1,792.12

Advances recoverable in cash or in kind

Considered good 2,382.79 1,273.88

Considered doubtful 2.66 1.69

4,067.84 3,129.30

Less: Provision for Doubtful

Advances deducted per contra 2.66 1.69

4,065.18 3,127.61

7.915.97 5,582.39


SCHEDULE ‘G’ - CURRENT ASSETS, LOANS AS AT AS AT

& ADVANCES (Contd.) 31.03.2010 31.03.2009



30


SCHEDULE ‘H’ - CURRENT LIABILITIES & AS AT AS AT PROVISIONS 31.03.2010 31.03.2009


CURRENT LIABILITIES

Acceptances 359.96 854.22

Sundry Creditors 524.22 417.80

Interest accrued but not due on Loans 0.44 0.18

884.62 1,272.20

PROVISIONS

Provision for Doubtful Debts & Advances 149.99 149.99

Less : Deducted per contra 144.65 145.51

5.34 4.48

Less : Surplus Provision shown under

Reserves & Surplus 5.34 4.48

— —

Provision for Diminution in Value of

Long Term Investments .

As per last Balance Sheet 60.00 60.00

Less: Deducted per contra

From Investments 60.00 60.00

— —

Provision for Gratuity & Leave Encashment 123.78 86.23

Provision for Taxation (Net) 36.00 —

159.78 86.23

1,044.40 1,358.43


31

SCHEDULE ‘J’ - OTHER INCOME 2009-2010 2008-2009(Rs.in lacs) (Rs.in lacs)

INTEREST

On Long Term Investments — —

Others 406.63 374.37

406.63 374.37

DIVIDENDS

From Long Term Investments 8.53 8.19

INCOME FROM SHARE OF A PARTNERSHIP FIRM 0.20 48.39

PROFIT ON SALE OF FIXED ASSETS (Net) — 2.39

MISCELLANEOUS INCOME 12.50 19.35

4.27.86 452.69

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSSACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

SCHEDULE ‘I’ - SALES & INCOME FROM OPERATIONS 2009-2010 2008-2009

(Rs. in lacs) (Rs. in lacs)

Paper 7,055.90 9,599.72

Less : Excise Duty 249.05 6,806.85 541.74 9,057.98

Trade Sales

Pulp - 418.21

Others 186.45 186.45 144.41 562.62

Grinding charges 1.05 9.41

Miscellaneous Sales 32.69 21.49

Less : Excise Duty 0.10 0.19

32.59 21.30

7,026.94 9,651.31

SCHEDULE ‘K’ - MANUFACTURING & OTHER EXPENSES 2009-2010 2008-2009(Rs.in lacs) (Rs.in lacs)

CONSUMPTION OF RAW MATERIALS 4,155.01 5,206.91

CONSUMPTION OF STORES,

COLOURS, CHEMICALS etc. 575.49 664.67

SALARIES, WAGES, BONUS etc.

Salaries, Wages, gratuity & Bonus 378.53 329.64

Contribution to Provident & Other

Funds (Including Administrative Charges) 28.65 23.15

Employees State Insurance 0.80 0.36

Workmen & Staff Welfare Expenses 10.14 9.21

418.12 362.36

C/o 5,148.62 6233.94


32

SCHEDULE ‘L’ - INCREASE/(DECREASE) IN STOCK 2009-2010 2008-2009

(Rs. in lacs) (Rs. in lacs)STOCK AT COMMENCEMENT

Finished Paper 119.52 534.26

Work-in-Process 9.38 20.00

128.90 554.26

STOCK AT CLOSE

Finished Paper 514.65 119.52

Work-in-Process 33.89 9.38

548.54 128.90

419.64 (425.36)

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSSACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010 (Contd.)

SCHEDULE ‘K’ - MANUFACTURING & 2009-2010 2008-2009

OTHER EXPENSES (Contd.) (Rs. in lacs) (Rs. in lacs)

B/O 5,148.62 6,233.94

FUEL, POWER & WATER 1,365.01 1,606.56

RENT, RATES & TAXES 14.52 15.12

Includes Rent paid Rs.4.97 lacs

(Last year Rs.5.84 lacs)

REPAIRS & MAINTENANCE

Machinery 231.21 164.03

Buildings 6.52 9.04

Others 0.55 0.97

238.28 174.04

INSURANCE 2.59 2.85

PACKING, CARTAGE, CUTTING,

BALING, FREIGHT ETC. 134.33 173.23

COMMISSION ON SALES 3.30 12.51

INTEREST & FINANCIAL CHARGES 325.33 406.31

Less: Interest received on Trade Debts 25.13 51.75

300.20 354.56

DIRECTORS’ FEES & ALLOWANCES 0.30 0.43

DIRECTORS’ REMUNERATION 13.98 16.10

DEVELOPMENT & RESEARCH EXPENSES 5.68 6.74

BAD DEBTS & ADVANCES WRITTEN OFF 0.79 6.11

LOSS ON SALE / DISCARD OF ASSETS (Net) 19.27 —

OFFICE & MISCELLANEOUS EXPENSES 100.37 74.41

7,347.24 8,676.60


33

SCHEDULE OF NOTES ANNEXED TO AND FORMING PART OF THEBALANCE SHEET AS AT AND THE PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31ST MARCH, 2010

SCHEDULE ‘M’

1. Information required under Schedule VI AS AT AS AT

Quantitative Information 31.03.2010 31.03.2009

(M.T.) (M.T.)

Licenced Capacity (Per annum) Not Applicable Not Applicable

(Delicensed) (Delicensed)

Installed Capacity (Per annum) 22,500 18,500

Opening & Closing Stocks of goods produced, Actual Production & Sale

Paper Opening stock Production Sale Closing StockM.T. M.T. M.T. M.T.

Current Year 265 15,636 14.776 1,125

Previous Year 1,170 17,864 18,769 265

Details in respects of Trade purchase:

Opening stock Purchases Sale Closing Stock

Qty Rs.in Qty Rs.in Qty Qty Rs.inM.T. lacs M.T. lacs M.T. M.T. lacs

Pulp

Current year — — — — — — —

Previous year — — 1,595 414.25 1,595 — —

Others

Current year — — — 182.17 — — —

Previous year — — — 139.54 — — —


34

SCHEDULE ‘M’ - (Contd.)

1. Information required under schedule VI (Contd.)Quantitative Information:

The Value of Raw Materials consumed & Quantities thereof:

2009-2010 2008-2009

Quantity Value Quantity ValueM.T. Rs.in lacs M.T. Rs.in lacs

Pulp 6,242 1,698.91 5,247 1,667.89

Waste paper 15.253 2,456.10 20,506 3,539.02

4155.01 5206.91

Value of Direct imports calculated on CIF 2009-2010 2008-2009

Basis during the Financial Year: (Rs. In lacs) (Rs. In lacs)

Raw Material 2,992.78 2,596.81

Components & Spare Parts 192.78 129.78

Capital Goods 441.24 81.23

Trade Goods 177.69 444.82

Expenditure in foreign Currency 59.65 26.06during Financial Year such asroyalty, knowhow, travelling etc.

Value of raw materials, spares parts and 2009-2010 2008-2009components consumed during thefinancial year and the percentage Value % Value %thereof (Rs. in lacs) (Rs. in lacs)

Raw Materials :

Direct Imports 3,766.37 90.65 4,118.24 79.09Others 388.64 9.35 1,088.67 20.91

Total 4,155.01 100.00 5,206.91 100.00

Spare Parts & Components:

Direct Imports 168.54 21.77 94.47 11.77Others 605.59 78.23 708.06 88.23

Total 774.13 100.00 802.53 100.00

2009-2010 2008-2009

(Rs. In lacs) (Rs. In lacs)

The amount remitted during the financial yearin foreign currencies on account of dividends Nil Nil

Export of goods calculated on FOB basis (Earning in Foreign 21.49 124.90Exchange)

Deemed Export — 70.11

21.49 195.01

Royalty, know-how, Professional and consultation feesinterest and dividend etc. (Earning in Foreign Exchange) Nil Nil


35

SCHEDULE ‘M’ - (Contd.)2009-2010 2008-2009

(Rs. In lacs) (Rs. In lacs)1. Information required under schedule VI (Contd.)2(a) Director’s Remuneration consists of the following :

Managerial remuneration 9.00 9.00Commission on Net Profit 2.10 —Company’s contribution to provident Fund. 1.08 1.08Perquisites 0.28 0.24Provision for Gratuity 1.52 5.78

13.98 16.10

2(b) Computation of net profit as per section 349 read with section 309 of the Companies Act, 1956.(Rs. In lacs)

Profit as per Profit & Loss Account 265.45Add :Directors Remuneration 13.98Directors Fees & Allowances 0.30

14.28

Profit available for Managerial Communication 279.73

Commission on net profit to 2.10Managing Director @ 4%, restricted to :

3 Following significant accounting policies have been adopted in preparation and presentation of the financialstatements:

a) Investments are classified into current and long term investments. Current Investments are stated at lowerof cost and fair value.

Long Term Investments are stated at cost, less provision for permanent diminution in value, if any.

b) Finished goods are valued at lower of cost or market value. All other inventories are valued at cost basedon First In, First Out method.

c) Fixed Assets are valued at cost.

d) Borrowing costs comprising interest etc. relating to project are capitalised up to the date of its completionand other borrowing costs are charged to profit and loss account in the year of their accrual.

e) Depreciation on Machinery & Building has been provided on Straight Line Method and that on the otherAssets on written Down Value method in accordance with Schedule XIV of the Companies Act, 1956 asin force as on the date of Balance Sheet.

f) (i) Contributions to defined contribution schemes, namely, Provident Fund and Superannuation Fund ismade at a pre-determined rates and are charged to the Profit & Loss Account.

(ii) Contributions to the defined benefit scheme, namely, Gratuity Fund & provision for the remainingGratuity and for Leave encashment are made on the basis of actuarial valuations made in accordancewith the revised Accounting Standard (AS) 15 at the end of each Financial Year and are charged tothe Profit & Loss Account of the year.

(iii) Actuarial gains & losses are recognized immediately in the Profit & Loss Account.

g) Revenue recognition is postponed to a later year only when it is not possible to estimate it with reasonableaccuracy.

h) Foreign currency transactions are recorded at the then prevailing rate. Closing balances of assets andliabilities relating to foreign currency transactions are converted into Rupees at the rates prevailing on thedate of the Balance Sheet The difference for transactions are dealt with in the Profit & Loss account.

i) Factors giving rise to any indication of any impairment of the carrying amount of the company’s assetsare appraised at each balance sheet date to determine and provide /revert an impairment loss followingaccounting standard AS-28 for impairment of assets.

NotApplicable


36

SCHEDULE ‘M’ - (Contd.)AS AT AS AT

31.03.2010 31.03.2009

4 Basic & Diluted EPS :

(a) Net Profit after tax as per Profit & Loss Account:

After current and deferred Tax Rs. 175.45 lacs Rs. 163.04 lacs

(b) Number of Equity Shares

outstanding during the year 180 lacs 180 lacs

(c) Basic & Diluted EPS

After current and deferred Tax (a / b) Rs. 0.97 Rs. 0.91

5. (a) Break up of Deferred Tax Liabilities/ (deferred Tax Assets ) into major components is as under :

AS AT AS AT31.03.2010 31.03.2009


In respect of Depreciation 284 209

In respect of allowances and disallowancesunder various provisions of Income Tax Act. (104) (74)

In respect of carry forward of loss under Income Tax Act — —

Net Deferred Tax Liability 180 135

(b) The deferred Tax Asset in respect of carry forward of losses has been worked out on the basis assessmentorders, returns of income filed for subsequent assessment years and estimate of the taxable income for theyear ending 31st March, 2010.

6 Related Party Disclosures (Accounting Standard 18)

a) Subsidiary Company

Pudumjee Hygiene Products Ltd.

b) Associate Companies / Firms

Pudumjee Pulp & Paper Mills Ltd.

Pudumjee Plant Laboratories Ltd.

Pudumjee Investments and Finance Co.Ltd.

Prime Developers

Pudumjee-G. Corp.Developers

c) Key Management Personnel

Mr. S. M.JatiaManaging Director


37

d) Transactions with related Parties (Rs.in lacs)

2009-2010 2009-2010 2009-2010 2009-2010 (2008-2009) (2008-2009) (2008-2009) (2008-2009)

Subsidiary Associate Maximum KeyCompany Companies/ during Management

Firms the year personnel

a) i) Interest bearing Inter Corporate Deposits 6,097.00etc.obtained during the year (661.95)

ii) Interest bearing Inter Corporate 1,855.00 952.54Deposits etc.given during the year (325.00) (912.93)

b) i) Interest paid during the year 244.63(232.98)

ii) Interest charged during the year 87.65 300.01(97.70) (269.69)

c) Inter Corporate Deposits obtainedoutstanding including interestPudumjee Pulp and Paper Mills Ltd. 4,527.25

(1,821.88)Pudumjee Plant Laboratories Ltd. 8.12

(40.71)d) Intercorporate Deposits Given

outstanding including interest.Prime Developers 1,599.63 1,792.12

(1,792.12) (1,792.12)Pudumjee Hygiene Products Ltd. 1,738.88 1,738.88

(965.56) (1,025.86)Pudumjee Plant Laboratories Ltd. — —

(10.55) (179.31)

e) Sales made during the year — 180.22— (561.36)

f) Purchases/Processing Charges 142.76 770.88of goods made during the year (—) (829.64)

g) Reimbursement of common 187.00services and purchase of (243.51)utilities during the year.

h) Remuneration paid — — 13.98 (—) (—) (16.10)

i) Outstanding as creditor 73.83 (61.25)

j) Amount ReceivablePudumjee Pulp and Paper Mills Ltd. — —(Material given on loan) (10.56) (10.56)Prime Developers 107.84 107.84(Partner’s current A/c) (107.64) (107.64)

k) Counter Guarantee given to 157.44 —banks for loans to (152.36) (—)

l) Share of Profit from firm 0.20(48.39)


38


7 Break up of Net Foreign Exchange Loss/(Gain) is as under:

2009-2010 2008-2009 (Rs. In lacs) (Rs. In lacs)

(i) Consumption of raw materials (33.92) 127.05

(ii) Consumption of Stores,Colours and chemicals (0.98) 1.22

(iii) Interest and Financial charges — —

(iv) Sales 0.41 (0.03)

(34.49) 128.24

8 There is no amount outstanding as on 31st March, 2010 which is to be credited to the Investor Educationand Protection Fund.

9 Income Tax deducted at source on interest received is Rs.58.13 lacs (Last year Rs.83.76 lacs) and on otherincome is Rs. 1.11 lacs (Last year Rs.1.50 lacs.).

10 Miscellaneous sales have been stated net of stocks.

11 Interest amounting to Rs.49.30 lacs (last year Rs.14.24 lacs) relating to project have been capitalised.

12 Interest Paid as shown in (Schedule ‘K’) includes interest on fixed term loans Rs.264.22 lacs (last yearRs.274.48 lacs).

13 Office & Miscellaneous expenses includes remuneration of auditors.

2009-2010 2008-2009(Rs. In lacs) (Rs. In lacs)

Audit fees 1.50 1.05

Taxation matters 0.60 0.40

Management & Other Services 1.85 1.40

3.95 2.85

14 Estimate of contracts remaining to be executed on capital account and not provided for amounted to Rs.Nil(Last year Rs.11.94 lacs).

15 Land admeasuring about 1,400 Sq.Meters has been acquired by Municipal Corporation for Road wideningpurpose in earlier year, the company is entitled to TDR with an outside chance of cash compensation,whichis yet to be determined and as such this will be included when finally decided since the relevantdocumentation is to be finalised and executed.

16 To the best of knowledge of the company, none of the creditors are ‘Small enterprise’ within its meaningunder clause (m) of section 2 of the Micro,Small and Medium Enterprises Development Act, 2006 & thereforeprincipal amount, interest paid/payable or accrued is NIL.

17 Long term investments in the share capital of companies have been shown at cost although there has beendiminution in their value.

In view of the long term prospects of these companies no permanent diminution in value is envisaged bythe management except to the extent provided for.

18 The Company operates in only one reportable segment viz. Paper, during the year.

19 One of the paper making machines remained shut for 202 days (Last Year 127 days) due to its breakdown,which has since been upgraded and satisfacterily put in to operation with increase in capacity.


39

20 (a) Contingent Liabilities not provided for in respect of:

AS AT AS AT31.03.2010 31.03.2009

(Rs. In lacs) (Rs. In lacs)(i) Letters of Credit and bank Guarantees

in favour of Govt. Authorities and

suppliers of raw materials, spares etc.* 223.33 153.33

(ii) Guarantees for loans granted to companies. 157.44 152.36

(iii) Claims against the Company not acknowledged as debts for

excise duty, Income tax, commercial claims etc. 473.00 474.29

(Including demands contested in appeals)**

* Will not effect the future profitability.

** May affect the future profitability to the extent indicated if such liabilities crystallize.

21 The details of the firm ‘Prime Developers’ in which the Company has invested are as under:

Name of the Partners Capital Sharing Ratio

Rs.in lacs Profit Loss

Prime Textiles Ltd. 1.00 50.00% 66.66%

Pudumjee Industries Ltd. 1.00 12.50% 16.67%

Aristo Reality Developers .Ltd. — 25.00% —

Suma Commercial Pvt.Ltd. — 12.50% 16.67%

Share of Profit / Loss during the year Rs.20 Lacs Nil(last year Rs.48.39 Lacs)

22 The following are the disclosures required under revised Accounting Standards (AS) 15 in respect ofEmployee Benefits:

a) An amount of Rs.27.28 lacs (last year Rs.19.15 lacs) has been recognized as an expenses for definedcontribution plans by way of Company’s contribution to Provident Funds & Super annuation Fund.

b) The defined benefits plans comprise of Gratuity Plan and Leave Encashment Plan.The Gratuity Plan ispartly funded with Life Insurance Corporation of India under its Cash Accumulation Plan.

c) Expenses recognized during the year and reconciliation of the Assets & Liabilities recognized in BalanceSheet as at 31.03.2010:



40

2009-2010 2008-2009

Gratuity Leave Encashment Gratuity Leave Encashment(Partly funded) (Unfunded) (Partly funded) (Unfunded)

(Rs.in lacs) (Rs.in lacs) (Rs.in lacs) (Rs.in lacs)

I) The present value of defined

benefit obligations at the

commencement of the Year 169.55 13.11 152.73 7.88

ii) Current Service cost 9.33 0.39 8.17 4.71

iii) Interest cost 13.56 1.05 12.26 0.50

iv) Actuarial (Gain)/Loss 32.66 1.42 2.53 0.43

v) Benefits Paid (14.08) (1.06) (6.14) (0.41)

vi) Past Service Cost — — — —

vii) The present value of defined benefit

obligations at the close of the Year 211.02 14.91 169.55 13.11

viii)The fair value of plan assets at the

close of the year 102.14 — 92.93 —

ix) The Past service cost not yet

recognized — — — —

Expenses aggregating Rs.49.56 lacs (last year Rs.20.75 lacs) under items (ii), (iii), (iv), (v) and (vi) above

have been debited to the Profit & Loss Account to the extent of Rs.48.04 lacs (last year Rs.14.97 lacs) under

the Head “Salaries,Wages,Bonus,etc (Schedule “K”) and Rs.1.52 lacs (last year Rs.5.78 lacs) under the head

“Directors’ remuneration” (Schedule “K”).

d) Actuarial assumptions

2009-2010 2008-2009

I) Rate of interest (per annum) 8.25% 8.25% 8.00% 8.00%

ii) Salary growth (per annum) 5.50% 5.50% 5.00% 5.00%

iii) Withdrawal rate (Per annum) 1.00% 1.00% 1.00% 1.00%

iv) Expected return on Plan Assets 9.00% — 9.00% —

v) Mortality rates [LIC(1994.96) ultimate] — — — —

23 The items and figures for the previous year have been recast & regrouped wherever necessary to conform

to this year’s presentation.



41

SIGNATURES TO SCHEDULES ‘A’ TO ‘M’

As per our report of date attached On behalf of the Board,

For KHARE & CO. SHYAM M. JATIAChartered Accountants Chairman & Managing Director


Mumbai, Dated : 20 May, 2010 Mumbai, Dated : 20th May, 2010


24 Balance Sheet Abstract and Company’s General Business ProfileI. Registration Details

Registration No. 1 3 3 9 4 State Code 1 1Balance Sheet Date 3 1 0 3 2 0 1 0

II. Capital raised during the year (Amount in Rs. thousands)Public Issue Right Issue

N I L N I LBonus Issue Private Placement

N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)Total Liabilities Total Assets

1 0 6 4 3 7 9 1 0 6 4 3 7 9Sources of FundsPaid-up Capital Reserves & Surplus

3 6 0 0 0 3 8 2 9 5 9Secured Loans Unsecured Loans

1 6 7 5 4 1 4 5 9 8 7 9Provision for deferred Tax

1 8 0 0 0Application of FundsNet Fixed Assets Investments

2 5 0 4 0 6 1 2 6 8 1 6Net Current Assets Misc. Expenditure

6 8 7 1 5 7 - - -Accumulated Loss

N I L

IV. Performance of Company (Amount in Rs. Thousands)Turnover Total Expenditure

7 0 2 6 9 4 7 1 8 9 3 5Profit/Loss before tax Profit/Loss after tax

+ – 2 6 5 4 5 + – 1 7 5 4 5

(Please tick appropriate box + for profit, – for Loss)

Earnings per Share in Rs. Dividend rate %0.97 10

V. Generic Names of Three Principal Products / Services of Company (as per monetary terms)Item Code No. 4 8 0 3 0 0 . 0 0(ITC Code)Product Description C R E P E T I S S U E P A P E R

Item Code No. 4 8 0 2 6 0 . 0 2(ITC Code)Product Description M. G. P O S T E R P A P E R

Item Code No. 4 8 0 2 5 1 . 0 5(ITC Code)Product Description M. G. T I S S U E P A P E R


42

NOTES AS PER SCHEDULE ‘M’




Mumbai, Dated : 20 May, 2010 Mumbai, Dated : 20th May, 2010

CASH FLOW STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2010(Pursuant to clause 32 of the listing agreements with Stock Exchanges)

(Rs. in Lacs)2009-2010 2008-2009

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit / (Loss) before Taxation & Extraordinary items 265.45 223.04

Adjustments For :


Interest and Financial Charges 300.20 354.56

Loss on Sale of Asset 19.27 —

Other Income (416.47) (434.84)

17.07 16.69

282.52 239.73

Operating Profit before Working Capital Changes(Increase )/Decrease in Inventory (1,148.29) 714.44

(Increase )/Decrease in Debtors (303.47) 124.88

(Increase )/Decrease in Advances (910.99) (532.05)

(Increase )/Decrease in Miscellaneous Expenditure — —

Increase /(Decrease) in Liabilities (350.29) 75.41

(2,713.04) 382.68

Cash(Used in) Generated from operations (2,430.52) 622.41

Income Tax (paid) / Refund Received (Net) (12.67) (5.06)

Cash flow before Extraordinary items (2,443.19) 617.35

(Expenses) /Income of earlier years — —

Net Cash(used in)/from Operating Activities (2,443.19) 617.35

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase Of Fixed Assets (1,209.91) (232.53)

Sale Proceeds Of Fixed Assets 0.35 3.27

Investments in Shares — —

Interest Received 373.63 342.36

Dividend Received 8.53 8.19

Share of Partnership Firm 0.20 48.39

Net Cash(used in)/from Investing Activities (827.20) 169.68

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from borrowings 7,429.20 2,185.90

Repayment of borrowings (3,884.70) (2,424.29)

Payment of Interest (325.07) (411.78)

Net Cash(used in)/from Financing Activities 3,219.43 (650.17)

Net change in cash & Cash Equivalents (A+B+C) (50.96) 136.86

Cash & Cash Equivalents (Opening Balance) 188.37 51.51

Cash & Cash Equivalents (Closing Balance) 137.41 188.37

Note: Figures in brackets represent Cash Outflows.


43

STATEMENT PURSUANT TO SECTION 212(1)(e) OF THE COMPANIES ACT, 1956.

1. The Company held 100% of the Paid up Equity Capital of Rs. 10 Crores in Pudumjee Hygiene Products

Ltd. (PHPL), a subsidiary of this Company as on 31st March, 2010 which is the financial year end of both

the Companies.

2. No part of the net profit of Rs. 53.81 lacs for the current financial year ended 31st March, 2010 and no part

of net loss of Rs. 1,354.76 lacs for the previous financial year of PHPL, since it became a subsidiary of

this Company, have been dealt with in the Company's accounts for the year ended 31st March, 2010.

On behalf of the Board,

SHYAM M. JATIAChairman & Managing Director

J. W. PATIL R. C. SARAFAssistant Company Secretary Director

Mumbai, Dated : 20th May, 2010

Annual Report

2009– 2010

PUDUMJEEHYGIENE PRODUCTS

LIMITED

PUDUMJEE HYGIENE PRODUCTS LIMITED

46

DIRECTORS’ REPORT TO THE MEMBERS

The Directors present the 6th Annual report on the working of the Company for the year ended on 31st March, 2010 together

with the statement of Accounts for that year.

FINANCIAL RESULTS2009-10 Previous year

Rs. In Lacs Rs. In Lacs

Gross Profit / (Loss) before Interest, Depreciation, tax and earlier year expenses is 122.85 179.59

Adding therereto the interest of 107.28 114.57

Depreciation of 14.83 14.86

Provision for tax of – 4.49

Previous year expenses of 0.74 5.30

Net Profit / (Loss) comes to 53.81 (318.81)

Adding thereto the balance brought forward from last year of 1,354.76 1,035.95

The total loss comes to

Which is carried forward to next year’s accounts 1,300.95 1,354.76

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been

any material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of

financial year on 31st March, 2010 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting

fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

DIVIDEND

In view of the accumulated losses of the Company, the Directors do not recommend any dividend for the year under review.

OPERATIONS

The Company is now known as “Branded FMCG Products Company” because of its large scale efforts in launching and selling

innovative hygiene products like ‘Fosilvara’ ‘2LF’ ‘Greenlime’ and ‘Wave’ range of dispensers and ‘Wet Wipes’ non woven

hygiene products, etc.

In its grown path, the Company has now established sales Depots at 8 locations to serve its customers better by reducing

the turnaround time for customer order fulfillment. The Company now has in place, captive converting facilities in three

locations and a fourth plant will become operational this financial year.

The Company’products have already been listed with large format retailers with a view to make the product available on these

retail stores.

During the year authorized share capital was increased from Rs. 1,000 Lacs to Rs. 1,500 Lacs.


47

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules, 1975 and forming part of the Directors’ Report for the year ended 31st March, 2010.

Notes:

1. Gross remuneration as shown includes salary, allowances and other benefits. Net remuneration is arrived at afterdeduction of taxes.

2. The nature and conditions of employment are non contractual. The above employee was whole time employee of thecompany during the year.

* Employed for part of the year.


Place : Mumbai Shyam M. JatiaDated : 19th May, 2010 Director

S. K. BANSALDirector

AUDIT COMMITTEEThe Audit Committee comprises of Mr. S.M. Jatia, Mr. S.K. Bansal and Mr. H.P. Birla, the Directors of the Company. TheCommittee has powers similar to those stated in Sec 292A of the Companies Act, 1956 and exercises most of the functionsas stated thereunder

DIRECTORSMr. S. M. Jatia and Mr. G. N. Jajodiya retire by rotation and being eligible offer themselves for re-appointment.

AUDITORSMembers are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until theconclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)In view of nature of business of the Company the information regarding conservation of energy and technology absorptionare not necessary.

Statement giving details as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particularsof Employees) Rules, 1975 as amended

COMPLIANCE CERTIFICATEPursuant to section 383A of the Companies Act, 1956 certificate of the Company Secretary in whole time practice is attached.


Place : Mumbai SHYAM M. JATIADated : 19th May, 2010 Director

S. K. BANSALDirector

Name & Designation/ Remuneration Qualification Date of comm- Last EmployedAge Nature of & Experience encement of(Years) duties (Years) employment

Gross Net Name of the PositionRs. Rs. Organisation held

Mr. Piyush Chief 12,73,333 10,01,347 B.A. (Hons) 15.03.2008 VVF Sr. V. P.Jindal Executive M.B.A. Limited Personal(50) Officer (27) Care


48

Compliance CertificateRegistration No. of the Company : Nominal Capital : Rs.15,00,00,000/-U 21010 PN 2004 PLC 021212

To,The Members,Pudumjee Hygiene Products Ltd.,Thergaon,Pune - 411 033.

We have examined the registers, records, books and papers of Pudumjee Hygiene Products Limited as requiredto be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisionscontained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March,2010. In our opinion and to the best of my information and according to the examinations carried out by us andexplanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaidfinancial year :

1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per theprovisions of the Act, and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate with theRegistrar of Companies, Regional Director, Central Government, Company Law Board or other authorities asmentioned in the said Annexure.

3. The Company being a public limited Company has the minimum prescribed paid-up share capital.

4. The Board of Directors met 5 (Five) times on 15.06.2009, 28.7.2009, 31.10.2009, 20.11.2009 and 30.01.2010in respect of which meetings notices were given and the proceedings were properly recorded and signedincluding the circular resolutions passed in the minute Book maintained for the purpose.

5. The company has not closed its Register of Members during the year as it was not required to close thesame.

6. The Annual General Meeting for the financial year ended on 31st March, 2009 was held on 29.08.2009 aftergiving notice to the members of the Company and the resolutions passed thereat were recorded in Minutesbook maintained for the purpose.

7. The Extra Ordinary General Meeting was held during the financial year after giving due notice to themembers of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintainedfor the purpose.

8. The Company has not advanced any loans to its directors or persons or firms or companies referred tounder Section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act.

10. The Company has made necessary entries in the register maintained under Section 301 of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act, approvals were notnecessary from the Board of Directors, members or approval of the Central Government.

12. The Company has not issued any duplicate share certificate during the financial year.

11. (i) There was no allotment / transfer / transmission of securities during the financial year.

(ii) The Company was not required to deposit any amount in a separate Bank Account as no dividendwas declared during the financial year.

(iii) The Company was not required to post warrants to any member of the Company as no dividend wasdeclared during the financial year.

(iv) There are no unpaid dividends, application money due for refund, matured deposits, matured debenturesor the interest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears.


49

(v) The Company has generally complied with the requirements of section 217 of the Act.

14. The Board of Directors of the company is duly constituted. There was no appointment of additional directors,alternate directors and directors to fill casual vacancy during the financial year.

15. The Company has not appointed any Managing Director/ Whole-time Director/ Manager during the financialyear.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board,Regional Director, Registrar and/or such other authorities prescribed under the various provisions of the Actduring the financial year.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant tothe provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares, debentures or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financial year.

22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rightsshares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purviewof Section 58A and 58 AA read with Companies (Aceptance of Deposit) Rules, 1975 during the financialyear.

24. The amount borrowed by the Company from banks and others during the financial year ending 31st March,2010 are within the borrowing limits of the company.

25. The Company has not made any loans or investments or given guarantees or provided securities to otherbodies corporate during the financial year.

26. The company has not altered the provisions of the Memorandum with respect to situation of the Company'sregistered office from one state to another during the year under scrutiny.

27. The company has not altered the provisions of the Memorandum with respect to objects of the Companyduring the year under scrutiny.

28. The company has not altered the provisions of the Memorandum with respect to name of the Companyduring the year under scrutiny.

29. The company has altered the provisions of the Memorandum with respect to Share Capital of the Companyduring the year under scrutiny and complied with the provisions of the Act.

30. The company has not altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notices received by the Company and no finesor penalties or any other punishment was imposed on the company during the financial year, for offencesunder the Act.

32. The Company has not received any money as security deposit from its employees during the financial year.

33. The Company is not required to deduct any contribution towards Provident Fund during the financial year.

For Parikh & Associates

Sd/-

Place : Mumbai P.N. Parikh

Date : 19th May, 2010. Company Secretary

Partner

C. P. No. 1228


50

Annexure AStatutory Registers as maintained by the Company:

1. Register of Charges u/s 143 of the Act.2. Register of Members u/s 150 of the Act.3. Minutes Book of Board Meetings u/s 193 of the Act. (in loose-leaf)4. Minutes Book of General Meetings u/s 193 of the Act. (in loose-leaf)5. Books of Accounts u/s 209 of the Act are being audited by

the Statutory Auditors of the Company.6. Register of Contracts u/s 301 of the Act.7. Register of disclosure of interest u/s 301 of the Act.8. Register of Particulars of Directors etc. u/s 303 of the Act.9. Register of Directors' Shareholding u/s 307 of the Act.

Other Registers:

1. Register of Transfers

Annexure - ‘B’

Forms and Returns as filed by the Company with Registrar of Companies during the financial year endedMarch 31, 2010:

Sr. Form No./ Filed under For Date of Whether If delay inNo. Return section filing filed within filing whether

prescribed requisitetime additional

Yes/ No fee paid.Yes/ No

1 Form 32 303 Change in 22.09.2009 Yes N.Adesignation of

Mr. G. N. Jajodiya

2 Form 23 AC & 220 Final Accounts 01.10.2009 Yes N.A23ACA (31.3.2009)

alongwith adopted atAnnual Report AGM held on

for the year ended 29.08.2009

3 Form 20B 159 Annual 10.12.2009 Yes N.A.Annual Return made

Return made uptoupto 29.08.2009 29.08.2009

4 Form 23 192 For Resolutions 23.12.2009 Yes N.A.passed at EOGM

held on 21.12.2009

5 Form 5 94 Increase in 05.01.2010 Yes N.A.Authorised ShareCapital at EOGM

held on 21.12.2009

For Parikh & Associates

Sd/-Place: Mumbai P.N. ParikhDate: 19th May, 2010. Company Secretary

PartnerC. P. No. 1228


51

AUDITOR’S REPORT

To,

The Member of Pudumjee Hygiene Products Limited,

We have audited the attached Balance Sheet of Pudumjee Hygiene Products Limited, as at 31st March, 2010 and the Profitand Loss Account for the year ended on that date and Cash Flow Statement attached thereto for the year ended on that date.These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. 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 significant estimates made by management,as well as evaluating the overall financial statement. We believe that our audit provides a reasonable basis for our opinion.

We report that :

We have obtained all the information and explanations, which to the best our knowledge and belief, were necessary for thepurpose of our audit;

In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from ourexamination of the books;

The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this Report comply with the Accounting Standardsreferred to in sub-section (3C) of section 211 of the Companies Act, 1956;

On the basis of the written representations received from the directors as on 31st March, 2010 and taken on record by theBoard of Directors, we report that none of the director is disqualified as on 31st March, 2010 from being appointed as a directorin terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read togetherwith Significant Accounting Policies and notes appearing in Schedule ‘L’ give the information required by the Companies Act.1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956 and according to the information and explanations given to us duringthe course of the audit and on the basis of such checks as were considered appropriate, we further state that :

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets.

(b) As informed to us, the fixed assets have been physically verified by the management at the year end which isconsidered reasonable having regard to the size of the Company and the nature of its assets and no materialdiscrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets.

ii. (a) It is reported that the inventories have been physically verified by the Management at reasonable intervals duringthe year.

(b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventory followed by the management are reasonable and adequate in relation to the size of theCompany and nature of its business.


52

(c) The Company has maintained proper records of inventories and according to the records produced before us for

verification, there were no material discrepancies noticed on physical verification of inventory as compared to the

book records.

iii. (a) The Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered

in the register maintained under section 301 of the Companies Act, 1956.

(b) As the company has not granted any loans, secured or unsecured to Companies, firms or other parties covered

in the register maintained under section 301 of the Companies Act, 1956, point no. (iii)(b) of the order is not

applicable to the company.

(c) As the company has not granted any loans, secured or unsecured to Companies, firms or other parties covered

in the register maintained under section 301 of the Companies Act, 1956, point no. (iii)(c) of the order is not


(d) As the company has not granted any loans, secured or unsecured to Companies, firms or other parties covered

in the register maintained under section 301 of the Companies Act, 1956, point no. (iii)(d) of the order is not


(e) The Company has taken unsecured loan aggregating to Rs.1738.88 lakhs from a Company covered in the

register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms

and conditions of such loan taken are not prima facie prejudicial to the interest of the Company.

(g) In our opinion and according to information and explanations given to us, there is no default in payment of

principal amount and interest .

iv. There are adequate internal control procedures commensurate with the size of the Company and the nature of its

business with regard to purchases of inventory, fixed assets and also for the sale of goods. There are no major

weaknesses in internal control system to be corrected which have come to our notice during the course of our audit.

v. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are

of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been

entered in the register required to be maintained under that section

(b) In our opinion, transactions made in pursuance of such contracts or arrangements have been made at prices

which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public.

vii. The company has an internal audit system commensurate with its size and nature of its business.

viii. According to information and explanations given to us, the Central Government has not prescribed the maintenance

of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

ix. (a) According to the information & explanations given to us, the Company is regular in depositing undisputed

statutory dues with the appropriate authorities and there are no material undisputed amounts payable in respect

of Income-Tax, Wealth Tax, Sales Tax, Service tax, Customs Duty, Excise duty, cess or any other statutory

dues which were outstanding as at 31st March, 2010 for a period of more than six months from the date they

became payable.

(b) According to the information & explanations given to us, there were no dues of sales tax, income tax, service

tax, customs duty, wealth tax, excise duty and cess which had not been deposited by the Company on account

of any dispute.


53

x. The accumulated losses of the company at the end of the financial year under report are not less than fifty percent

of its net worth. The company has not incurred cash losses during the year under report, but the company has incurred

cash losses in the immediately preceding financial year.

xi. The Company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued

any Debentures.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the

basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4

(xii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

xv. According to the information and explanations given to us, the company has not given any guarantee for loans taken

by others from banks or financial institutions.

xvi. The Company has not obtained any Term loans during the year.

xvii. In our opinion and according to information and explanations given to us, no funds raised on short term basis have

been used for long term investment.

xviii. According to the information and explanations given to us, the company has not made preferential allotment of shares

to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures and hence the question of creating securities for the same does not arise.

xx. The Company has not raised any money by public issue.

xxi. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on

or by the Company has been noticed or reported during the course of our audit.

For G. N. ANGAL & CO.

Chartered Accountants

A.G. ANGAL

Mumbai Partner

Dated : 19th May, 2010 (Membership No. 046633)


54

SIGNATURES TO SCHEDULE A TO L


For G. N. ANGAL & CO. SHYAM M. JATIAChartered Accountants Director

A. G. ANGAL S. K. BANSALPartner Director


BALANCE SHEET AS AT 31ST MARCH, 2010AS AT AS AT

Schedule 31.03.2010 31.03.2009

Rs. in Lacs Rs. in Lacs

SOURCES OF FUNDS


Share Capital A 1,000.00 1,000.00

1,000.00 1,000.00

LOAN FUNDS

Secured Loans B 157.44 152.36

Unsecured Loans C 1,757.20 1,914.64 973.23 1,125.59

2,914.64 2,125.59


FIXED ASSETS D

Gross Block 339.98 318.75

Less : Depreciation 64.45 50.02

Net Block 275.53 268.73

Capital Work in Progress (Trademark) 2.87 1.15

278.40 269.88

CURRENT ASSETS, LOANS & ADVANCES E

Inventory 584.46 351.64

Sundry Debtors 843.02 743.36


Loans & Advances 191.76 140.48

1,625.70 1,239.31

LESS: CURRENT LIABILITIES & PROVISIONS F

Current Liabilities 280.24 731.99


290.41 738.55

NET CURRENT ASSETS 1,335.29 500.76

MISCELLANEOUS EXPENDITURE G

( to the extent not written off )

Preliminary Expenses – 0.19

Profit & Loss Account 1,300.95 1,354.76

2,914.64 2,125.59

NOTES TO ACCOUNTS L


55

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

2009-10 2008-09

Schedule (Rs. in Lacs) (Rs. in Lacs)

SALES H 6,350.86 5,268.47

PURCHASES 5,880.88 4,988.05

INCREASE / (DECREASE) IN STOCK I 232.82 85.00

5,648.06 4,903.05

GROSS PROFIT 702.80 365.42

OTHER INCOME

Foreign Exchange Gain / (Loss) 19.20 (10.93)

Other J 26.18 8.05

45.38 (2.88)

748.18 362.54

EXPENDITURE

Administrative & Other Expenses K 571.52 542.13

PROFIT / (LOSS) BEFORE INTEREST, DEPRECIATION & TAX 176.66 (179.59)

Interest & Bank Charges 107.28 114.57

PROFIT / (LOSS) BEFORE DEPRECIATION & TAX 69.38 (294.16)


PROFIT / (LOSS) BEFORE TAX 54.55 (309.02)

Provision for Fringe Benefit Tax – 4.49

PROFIT / (LOSS) AFTER TAX 54.55 (313.51)

Earlier Year Expenses 0.74 5.30

PROFIT / (LOSS) AFTER TAX 53.81 (318.81)

BALANCE OF PROFIT / (LOSS) BROUGHT

FORWARD FROM LAST YEAR (1,354.76) (1,035.95)

BALANCE OF PROFIT / (LOSS) CARRIED

FORWARD TO THE NEXT YEAR (1,300.95) (1,354.76)







56

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEETAS AT 31ST MARCH, 2010

AS AT AS AT

31.03.2010 31.03.2009

(Rs. in Lacs) (Rs. in Lacs)

SCHEDULE ‘A’ : SHARE CAPITAL

Authorised

15,000,000 equity shares of Rs. 10 each 1,500.00 1,000.00

(Last year 10,000,000 equity shares of Rs. 10 each)

Issued, Subscribed & Paid up

10,000,000 equity shares of Rs. 10 each, fully paid 1,000.00 1,000.00

held by Pudumjee Industries Limited, the holding Company

AS AT AS AT

31.03.2010 31.03.2009


SCHEDULE ‘B’ : SECURED LOANS :

Cash Credit * From Bank of India

Against hypothecation of Stocks & Book debts 157.44 152.36

157.44 152.36

( * Secured by first charge on all tangible movable properties

& assets, also guaranteed by the Holding Co.)

AS AT AS AT

31.03.2010 31.03.2009

Rs. in Lacs Rs. in Lacs

SCHEDULE ‘C’ : UNSECURED LOANS

From Holding Company - Inter Corporate Deposit 1,738.88 965.56

From Others 18.32 7.67

1,757.20 973.23


57

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58

AS AT AS AT

SCHEDULE ‘E’ : CURRENT ASSETS, LOANS & ADVANCES 31.03.2010 31.03.2009


INVENTORY

Goods Purchased for Resale 584.46 351.64

(Lower of cost or market value)

SUNDRY DEBTORS

Debts outstanding for a period exceeding

six months

Considered good 165.47 141.32


175.47 161.34

Other Debts


Considered doubtful — —

853.02 763.38

Less : Provision for Doubtful Debts deducted per contra 10.00 20.02

843.02 743.36



On accounts with Banks -

- Current Account 3.57 3.32

- Fixed Deposit 2.55 0.05

6.46 3.83

LOANS & ADVANCES

(Unsecured,considered good unless otherwise stated)


considered good 126.52 71.20

Pre-Paid Expenses 22.46 16.55


Tax Deducted At Source 5.34 4.29

191.76 140.48

1,625.70 1,239.31



59

AS AT AS ATSCHEDULE ‘F ‘: CURRENT LIABILITIES & PROVISIONS 31.03.2010 31.03.2009


CURRENT LIABILITIESSundry Creditors 280.24 731.99

PROVISIONSProvision for Doubtful Debts 20.02 20.02

Add provided during the year (10.02) —

10.00 20.02

Less: Deducted per Contra 10.00 20.02

— —Provision for Gratuity 10.17 6.56

290.41 738.55

SCHEDULE ‘G’ : MISCELLANEOUS EXPENDITURE AS AT AS AT( to the extent not written off) 31.03.2010 31.03.2009


Preliminary Expenses 0.19 0.87Less: written off 0.19 0.68

— 0.19

— 0.19


SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSSACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

SCHEDULE ‘H’ : SALES 2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)Tissue Products 2,489.63 2,361.73

Others Products like dispensers, chemicals etc. 3,861.23 2,906.74

6,350.86 5,268.47

6,350.86 5,268.47

SCHEDULE ‘I’ - INCREASE/ (DECREASE) IN STOCK 2009-2010 2008-2009



Stock at Close 584.46 351.64

232.82 85.00


60

SCHEDULE ‘J’ : OTHER INCOME 2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)Lease Rent 7.62 7.62Interest on Fixed Deposit with Bank 0.09 —Interest - others 0.91 0.12Amounts Written Back 17.56 0.31

26.18 8.0526.18 8.05

SCHEDULE ‘K’ : ADMINISTRATIVE & OTHER EXPENSES 2009-2010 2008-2009


Professional Fees 46.30 36.59Salaries & Allowances -- Salaries 220.44 250.38- Provision for Gratuity 3.61 224.05 3.29 253.67Rent Paid 48.40 55.04Repairs & Maintenance - Others 0.79 0.33Insurance 1.92 1.43Sales Promotion Expenses 70.27 62.87Travelling & Conveyance Expenses 43.99 42.83Bad Debts Written Off 3.41 21.93Commission / Brokerage 23.96 5.42Office & Miscellaneous Expenses 107.94 61.34Loss on Disposal of Asset 0.30 —Preliminery Expenses Written Off 0.19 0.68

571.52 542.13

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSSACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010 (Contd.)

SCHEDULES OF NOTES ANNEXED TO AND FORMING PART OF THEBALANCE SHEET AS AT AND THE PROFIT AND LOSS ACCOUNT FOR THE

YEAR ENDED 31ST MARCH 2010

SCHEDULE L : NOTES TO THE ACCOUNTS 2009-10 2008-09

(Rs. In lacs) (Rs. In lacs)1. Information required under schedule VI

A. Quantitative InformationTurnover (including free samples) Qty Value Qty Value

(Rs. In lacs) (Rs. In lacs)Tissue Products (cases) 352,369 2,489.63 320,314 2361.73Other Products (various units) - 3,861.23 - 2906.74

Opening Stock Qty Value Qty Value(Rs. In lacs) (Rs. In lacs)

Tissue Products (cases) 12,209 87.10 24,828 179.63Other Products (various units) - 264.54 - 87.01

Purchases Qty Value Qty Value(Rs. In lacs) (Rs. In lacs)

Tissue Products (cases) 372,116 2,701.50 307,695 2,226.87Other Products (various units) - 3,179.38 - 2,761.18

Closing Stock Qty Value Qty Value(Rs. In lacs) (Rs. In lacs)

Tissue Products (cases) 31,956 217.12 12,209 87.10Other Products (various units) - 367.34 - 264.54


61

SCHEDULE ‘L’ : NOTES TO THE ACCOUNTS (Contd.)2009-10 2008-09

B. Value of direct import calculated on CIF (Rs. In lacs) (Rs. In lacs)basis during the financial yearRaw Material — —Component & Spare parts — —Capital Goods — —Trade Goods — 0.32

C. Expenditure in foreign currency during 1.24 0.29the financial year on account of royalty, know-how, interest, professional consultation,travelling, subscription and periodicals etc.

2. Following significant accounting policies have been adopted in preparation and presentation of the financialstatements :

1. Statement of accounts are prepared on Historical Cost Basis.

2. Company has followed Mercantile system of accounting.

3. Finished goods are valued on FIFO basis at lower of cost and market value.

4. Fixed Assets are valued at cost.

5. Depreciation on Computers, Plant & Machinery & Building Improvements have been provided on Straight LineMethod and that on the other Assets on Written Down Method in accordance with Schedule XIV of the CompaniesAct, 1956 as in force as on the date of Balance Sheet.

6. Miscellaneous Expenditure - Formation expenses of the Company are deferred and written off over a period of fiveyears.

7. Revenue Recognition is postponed to a later year only when it is not possible to estimate it with reasonableaccuracy.

8. Taxes on Income - Current Taxes are accounted for at the prevailing rate applicable for the relevant assessmentyear. In view of prevailing circumstances, no Deferred Tax Asset has been recognised in the books. A review ofBusiness position will be conducted in the next Financial year and accordingly, if thought fit, the same will beappropriately recognised.

9. Gratuity Liability is provided on the basis of actuarial valuation made as at the date of balance sheet.

10. Expenditure on Trade Marks and Product Branding is capitalised under Intangible Assets and not depreciated.

3. Payment made to auditors 2009-10 2008-09(Rs. In lacs) (Rs. In lacs)

Audit Fees 0.38 0.38Taxation matter 0.10 0.10Others 0.02 0.02Service Tax 0.06 0.06

4. To the best of knowledge of the Company, none of the creditors as on 31st March, 2010 are “Small enterprise” withinits meaning under clause (m) of section 2 of the Micro, Small & Medium Enterprises Development Act, 2006.

5. Related Party Disclosurea) Holding Company :

Pudumjee Industries Limited

b) Associate CompanyPudumjee Pulp & Paper Mills Ltd. Pudumjee Investment and Finance Co. Ltd.Pudumjee Plant Laboratories Ltd Prime Developers (Firm)Pudumjee - G. Corp. Developers (Firm)

c) Key Management PersonnelMr. S. M. Jatia — Director


62

d) Transactions with related Parties

2009-10 2008-09


Holding Associate Maximum Key Mngt. Holding Associate Maximum Key Mngt.Company Company during year Personnel Company Company during year Personnel

firms

1) Interest accrued/paid on Inter 87.65 — — — 97.70 — — —

Corporate Deposits

2) Inter Corporate Deposits taken 1,855.00 — 1,738.88 — 401.00 — 965.56 —

3) Outstanding as Debtors as at — 1.15 — — — — —31st March 2010

4) Counter guarantee given to Bank 157.44 — — — 153.38 — — —for Loan

5) Sale of goods & Services 142.76 1,015.84 — — — 930.81 — —

6) Purchase of goods & Services — 0.10 — — — — — —

6. The Company operates only in one segment i.e. trading in hygiene and other products.

7. The Adverse/ (Favourable) Exchange difference arising on foreign currency transactions has been accounted for in the

Profit and Loss account as under

2009-10 2008-09


i) Concerning Sale (19.20) 10.93

8. Estimate of Contracts remaining to be executed on capital account and not provided for amounted to Rs.NIL (Last Year

Rs. NIL)

9. The following are the disclosures required under revised Accounting Standards (AS) 15 in respect of Employee

Benefits :

a) An amount of Rs. NIL lacs has been recognized as an expenses for defined contribution plans by way of Company’s

contribution to Provident Funds and Super annuation Fund.

b) Expenses recognized during the year and reconciliation of the Assets and Liabilities recognized in Balance Sheet

as at 31.03.2010 :

SCHEDULE ‘L’ : NOTES TO THE ACCOUNTS (Contd.)


63

2009-10 2008-09

Gratuity Gratuity

(Unfunded) (Unfunded)

(Rs. In Lacs) (Rs. In Lacs)

i) The present value of defined benefit obligations at the commencement

of the Year 6.56 3.27

ii) Current Service Cost 3.80 3.37

iii) Interest Cost 0.51 0.26

iv) Actuarial (Gain) / Loss (0.70) (0.34)

v) Benefits Paid NIL NIL

vi) Past Service Cost NIL NIL

vii) The present value of defined benefit obligations at the close of the Year 10.17 6.56

viii)The fair value of plan assets at the close of the year NIL NIL

ix) The past service cost not yet recognized NIL NIL

Expenses aggregating Rs.3.61 lacs (Rs. 3.29 lacs last year) under items (ii), (iii), (iv), (v) and (vi)

above have been debited to the Profit and Loss Account under the Head “Salaries & Allowances.”

(Schedule “J”).

2009-10 2008-09

Gratuity Gratuity

d) Actuarial assumptions (Unfunded) (Unfunded)

i) Rate of interest (per annum) 8.25% 7.75%

ii) Salary growth (per annum) 6% 6%

iii) Withdrawal rate (per annum) 1% 1%

iv) Expected return on Plan Assets N.A. N.A.

v) Mortality rates [LIC (1994.96) ultimate] — —

10. Following are the disclosures required under revised Accounting Standards (AS) 19 in respect of Operating Lease :-

a 1. The Company had entered into lease agreements for commercial as well as for residential premises on usual

terms and conditions for period ranging from 11 months to 10 years by placing refundable deposits. One of the

lease agreements provide for non cancellable lease upto 30th September, 2012 through the tenure, without

renewal, expires on 30th September, 2015. In respect of this agreement the future minimum lease payment is as

under :


64

Particulars Warehouse & Administrative

31/3/2010 31/3/2009

i) not later than one year Rs. 40.85 lacs Rs. 40.85 lacs

ii) later than one year and not later than five years Rs. 179.95 lacs Rs. 173.62 lacs

iii) later than five years Rs. 24.72 lacs Rs. 71.90 lacs

2. All such lease payments are recognized in Profit & Loss Account as rent paid.

b 1. The Company has entered into lease agreement in terms of which it has given plant and machinery on lease on

the usual terms and conditions and such payments received for the year have been recognized in the Profit & Loss

Account as lease rent under Other Income

2. The details of such assets as at the balance sheet dates are as under :

31/3/2010 31/3/2009

Gross carrying cost 8,256,910.00 8,256,910.00

Accumulated Depreciation 2,405,341.00 1,792,678.00

Depreciation recognized in Profit & Loss A/c 612,663.00 612,663.00

11. The items and figures for the previous year have been recast and regrouped wherever necessary to conform to this

year’s presentation.


65

SCHEDULE ‘L’ : NOTES TO THE ACCOUNTS (Contd.)






12. Balance Sheet Abstract and Company’s General Business ProfileI. Registration Details

Registration No. 1 4 7 5 1 3 State Code 1 1

Balance Sheet Date 3 1 0 3 2 0 1 0

II. Capital raised during the year (Amount in Rs. thousands)Public Issue Right Issue

N I L N I LBonus Issue Private Placement

N I L N I L

III. Position of Mobilisation and Development of Funds (Amount in Rs. Thousands)Total Liabilities Total Assets

2 9 1 4 6 4 2 9 1 4 6 4Sources of FundsPaid-up Capital Reserves & Surplus

1 0 0 0 0 0 N I LSecured Loans Unsecured Loans

1 5 7 4 4 1 7 5 7 2 0

Application of FundsNet Fixed Assets Investments

2 7 8 4 0 N I LNet Current Assets Misc. Expenditure

1 3 3 5 2 9 N I LAccumulated Loss

1 3 0 0 9 5

IV. Performance of Company (Amount in Rs. Thousands)Turnover Total Expenditure

6 3 5 0 8 6 6 3 4 1 7 0Profit/Loss before tax Profit/Loss after tax

+ – 5 4 5 5 + – 5 3 8 1

(Please tick appropriate box + for Profit, - for Loss)

Earnings per Share in Rs. Dividend rate %0 . 5 3 8 N I L

V. Generic Names of Three Principal Products / Services of Company (as per monetary terms)

Item Code No. 4 8 1 8 0 0(ITC Code)Product Description T I S S U E P A P E R


66

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010(Pursuant to clause 32 of the listing agreements with Stock Exchanges)

2009-2010 2008-2009

A Cash Flow from Operating Activities (Rs. in Lacs) (Rs. in Lacs)

Net profit before Taxation & Extraordinay items 54.55 (309.02)

Adjustments For :



Loss on Sale of Fixed Assets 0.30 —122.41 129.43

176.96 (179.59)

Operating Profit before Working Capital Changes

(Increase)/Decrease in Inventory (232.82) (85.00)

(Increase)/Decrease in Debtors (99.66) 238.72

Increase / (Decrease) in Creditors (451.75) 418.70

(Increase)/Decrease in Loans & Advances - Asset (51.28) (63.21)

(Increase)/Decrease in Miscellaneous Expenditure 0.19 0.68

Increase /(Decrease) in Liabilities / Provisions 3.61 3.29(831.71) 513.18

(654.75) 333.59

Cash Generated from operations

Income Taxes Paid — 4.49

— 4.49

Cash flow before Extraordinary items (654.75) 329.10

(Expenses) / Income of earlier years (0.74) (5.30)

Net Cash from Operating Activities (655.49) 323.80

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (24.03) (175.94)

Sale Proceeds Of Fixed Assets 0.38 —

Net Cash used in Investing Activities (23.65) (175.94)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in secured Loans 5.08 8.06

Increase in Unsecured Loans 676.69 (174.87)

Net Cash From Financing Activities 681.77 (166.81)

Net change in cash & Cash Equivalents (A+B+C) 2.63 (18.95)



Note - Figures in brackets represents cash outflows

NOTES AS PER SCHEDULES “L”






67

AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To,

THE BOARD OF DIRECTORS,

PUDUMJEE INDUSTRIES LTD.

We have examined the attached Consolidated Balance Sheet of PUDUMJEE INDUSTRIES LTD. (“The Company”) and

its subsidiary as at 31st March, 2010, and the Consolidated Profit and Loss Account for the year then ended annexed thereto

and the consolidated Cash Flow Statement for the year ended on that date. These financial statements are the responsibility

of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from

any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures

in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

We did not audit the financial statements of certain subsidiary, whose financial statements reflect total assets of Rs. 1,491.49

lacs as at 31st March, 2010. These financial statements have been audited by other auditors whose reports have been

furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the subsidiary, is based solely

on the report of the other auditors.

We report that the consolidated financial statements have been prepared by the Company in accordance with the

requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, and read together with Accounting

Standard (AS) 23, Accounting for Investments in Associates in consolidated Financial Statements issued by the Institute

of Chartered Accountants of India and on the basis of the separate audited financial statements of the Company and its

subsidiary included in the consolidated financial statements.

On the basis of the information and explanations given to us and on the consideration of the separate audit reports on

individual audited financial statements of the Company and its subsidiary, we are of the opinion that the said consolidated

financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Company and its subsidiary

as at 31st March, 2010; and

(b) in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the Company

and its subsidiary for the year ended on that date; and

(c) in the case of the consolidated Cash flow Statement, of the consolidated cash flows of the Company and its subsidiary

for the year ended on that date.

For KHARE & CO.,Chartered Accountants,

FRN 105100W

Y.P.SHUKLAPlace : Mumbai, Proprietor.Date : 20th May, 2010. Membership No. 16203


68

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2010AS AT AS AT

Schedule 31.03.2010 31.03.2009(Rs.in lacs) (Rs.in lacs)

SOURCES OF FUNDS


Share Capital A 360.00 360.00

Reserves & Surplus B 2,528.64 2,340.50

2,888.64 2,700.50

LOAN FUNDS

Secured Loans C 1,832.85 840.79

Unsecured Loans D 4,617.11 2,048.94

6,449.96 2,889.73

PROVISION FOR DEFERRED TAX 180.00 135.00

9,518.60 5,725.23


FIXED ASSETS E

Gross Block 4,334.73 3,025.37

Less : Provision for Depreciation 1,564.93 1,439.39

Net Block 2,769.80 1,585.98

Capital Work in Progress 12.66 111.74

2,782.46 1,697.72

INVESTMENTS F 268.16 268.16

CURRENT ASSETS, LOANS & ADVANCES G

Inventories 2,725.03 1,343.92

Sundry Debtors 2,415.83 2,011.84


Other Current Assets — 5.65

Loans & Advances 2,518.06 2,302.53

7,802.79 5,856.14

Less: CURRENT LIABILITIES & PROVISIONS H

Liabilities 1,164.86 2,004.19


1,334.81 2,096.98

NET CURRENT ASSETS 6,467.98 3,759.16

MISCELLANEOUS EXPENDITURE

( to the extent not written off)

Preliminary Expenses — 0.19

9,518.60 5,725.23

NOTES AS PER SCHEDULE ‘M’As per our report of date attached On behalf of the Board,





69

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THEYEAR ENDED 31ST MARCH, 2010

Schedule 2009-2010 2008-2009


INCOME

Sales & Income from Operation (net) I 13,243.56 14,919.78

Other Income J 366.39 363.04

13,609.95 15,282.82

EXPENDITURE

Manufacturing & Other Expenses K 7,937.39 9,235.60

Trade Purchases 5,929.81 5,541.84

Net Foreign Exchange Loss/(Gain) (53.69) 139.17


13,942.41 15,028.44

(332.46) 254.38

INCREASE/(DECREASE) IN STOCK L


Stock at Close 1,133.00 480.54

652.46 (340.36)

PROFIT FOR THE YEAR BEFORE TAX 320.00 (85.98)

Less: Provision for Current Taxation 45.00 72.49

Less/(Add) Provision for Deferred Tax Expenses/(Saving) 45.00 (8.00)

90.00 64.49

PROFIT/(LOSS) FOR THE YEAR AFTER TAX 230.00 (150.47)

Income/(Expenditure) for earlier years. (0.74) (5.30)

Balance of profit/(loss) brought forward from last year (261.90) (106.13)

(262.64) (111.43)

AMOUNT AVILABLE FOR APPROPRIATIONS (32.64) (261.90)

APPROPRIATIONS:

Proposed Dividend on Equity Shares(Free of Tax) 36.00 —

Tax on Proposed Dividend 5.98 41.98 — —

BALANCE OF PROFIT/(LOSS)CARRIED FORWARD (74.62) (261.90)

TO NEXT YEAR

Earning Per Share-After Current & Deferred Tax Rs. Rs.

Basic & Diluted. 1.28 -0.84

(See note No.3 of Schedule ‘M’)

NOTES AS PER SCHEDULE ‘M’As per our report of date attached On behalf of the Board,





70

SCHEDULE ‘B’ - RESERVES & SURPLUS AS AT AS AT31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)GENERAL RESERVE


Less : Debit Balance in Profit & Loss Account 74.62 261.90

1,285.38 1,098.10

SHARE PREMIUM ACCOUNT


CAPITAL RESERVE


CAPITAL SUBSIDY RESERVE


RESERVE FOR DOUBTFUL DEBTS

(see Schedule H) 5.34 4.48

2,528.64 2,340.50

SCHEDULE ‘A’ - SHARE CAPITAL. AS AT AS AT31.03.2010 31.03.2009


AUTHORISED1250,00,000 Equity Shares of Rs.2/- Each* 2,500.00 2,500.00

ISSUED, SUBSCRIBED AND PAIDUP180,00,000 Equity Shares of Rs.2/- each* 360.00 360.00

Of the above 8,135 Equity Shares were allotted as fully paid up for consideration other than cash and 61,20,575 Equity Shares were allotted as fully paid up Bonus Shares issued by way of capitalisation of Reserves.

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATEDBALANCE SHEET AS AT 31ST MARCH, 2010


71

SCHEDULE ‘C’ - SECURED LOANS AS AT AS AT31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)From Banks:

Against hypothecation of Stocks,

Stores & Book Debts

Cash Credit: 1,059.13* 840.79*

Against first charge on Fixed Asset of the parent company.

Term Loan 773.72 —

1,832.85 840.79

Note: * Also secured by a second charge on fixed assets of the parent company,ranking pari passu among theconsortium banks.

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATEDBALANCE SHEET AS AT 31ST MARCH, 2010 (Contd.)

SCHEDULE ‘D’ - UNSECURED LOANS AS AT AS AT31.03.2010 31.03.2009


SHORT TERM LOANS & ADVANCES

From Bank — —

From Others 4,617.11 2,048.94

4,617.11 2,048.94


72

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73

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED

BALANCE SHEET AS AT 31ST MARCH, 2010 (Contd.)

SCHEDULE ‘F’ - INVESTMENTS AS AT AS AT31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)LONG TERM INVESTMENTS (At Cost)

TRADE INVESTMENT (unquoted)

Investment in Capital of Prime Developers, a firm. 1.00 1.00

OTHER INVESTMENTS

34,12,850 (Last Year 6,82,570) Equity shares of

Pudumjee Pulp & Paper Mills Ltd of Rs.2/- each

(Last Year Rs.10/- each) fully paid (quoted) 267.16 267.16

675,000 Equity shares of Pudumjee Plant

Laboratories Ltd. of Rs.10/- each

fully paid (unquoted) 60.00 60.00

328.16 328.16

Less : Provision for Diminution in Value of Long Term

Investments, deducted per contra 60.00 60.00

268.16 268.16

Aggregate amount of unquoted investments (At cost) 61.00 61.00

Aggregate amount of quoted investments

Cost 267.16 267.16

Market Value 648.44 281.56


74


SCHEDULE ‘G’ - CURRENT ASSETS, LOANS AS AT AS AT& ADVANCES 31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs) CURRENT ASSETS

(As certified by a Director)

INVENTORIES

STORES, SPARE PARTS ETC. (At cost) 457.13 342.44

LOOSE TOOLS (At cost) 0.19 0.24

STOCK-IN-TRADE

Finished Goods (At lower of cost or market value ) 514.65 119.52

Work-in-process (At cost) 33.89 9.38

Raw material (At cost) 1,134.71 520.70

Trade Goods (At cost) 584.46 351.64

2,725.03 1,343.92

SUNDRY DEBTORS (Unsecured)

Debts outstanding for a

period exceeding six months

Considered Good 174.95 158.85

Considered Doubtful 151.99 163.84

326.94 322.69

Other Debts

Considered Good 2,240.88 1,852.99

Considered Doubtful — —

2,567.82 2,175.68

Less : Provision for Doubtful

debts deducted per contra 151.99 163.84

2,415.83 2,011.84

C/O 5,140.86 3,355.76



75


SCHEDULE ‘G’ - CURRENT ASSETS, LOANS AS AT AS AT& ADVANCES (Contd.) 31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs)CURRENT ASSETS (Contd.)

B/O 5,140.86 3,355.76



On accounts with Scheduled Banks 124.26 8.62

On Deposit account (kept with Bank) 3.62 30.00

Cheques on hand 11.92 150.50

143.87 192.20

OTHER CURRENT ASSETS

Interest accrued

On Banks & Other Deposits 2.10 2.10

— 5.65

LOANS & ADVANCES (Unsecured, considered good unless otherwise stated)

Prepaid Expenses 29.34 23.41

Advances to employees 1.49 1.29


Includes Rs.20 lacs (Last year Rs.20 lacs)

with a company in which a Director is interested

Maximum during the year Rs. 20 lacs

(Last year Rs.20 Lacs)

Advance Income Tax (less provision) 46.12 24.14

Advance to a firm in which parent company is a partner 1,599.63 1,792.12




2,520.72 2,304.22

Less : Provision for Doubtful

Advances deducted per contra 2.66 1.69

2,518.06 2,302.53

7,802.79 5,856.14


76

SCHEDULE ‘H’ - CURRENT LIABILITIES & AS AT AS ATPROVISIONS 31.03.2010 31.03.2009

(Rs.in lacs) (Rs.in lacs) CURRENT LIABILITIES

Acceptances 359.96 854.22

Sundry Creditors 804.46 1,149.79

Interest accrued but not due on Loans 0.44 0.18

1,164.86 2,004.19

PROVISIONS

Provision for Doubtful Debts & Advances 170.01 170.01

Less : Provision Written Back 10.02 —

Less : Deducted per contra 154.65 165.53

5.34 4.48Less : Surplus Provision shown under

Reserve & Surplus 5.34 4.48

— —

Provision for Diminution in Value of

Long Term Investments


Less : Deducted per contra from Investments 60.00 60.00

— —

Provision for Gratuity & Leave Encashment 133.95 92.79

Proposed Dividend 36.00 —

169.95 92.79

1,334.81 2,096.98



77

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATEDPROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

SCHEDULE ‘I’ - SALES & INCOME FROM OPERATIONS.2009-10 2008-09


Paper 7,055.90 9,599.72

Less: Excise Duty 249.05 541.74

6,806.85 9,057.98Trade Sales

Tissue and Other Products. 6,216.62 5,268.47

Pulp — 418.21Others 186.45 144.41

6,403.07 5,831.09

Grinding charges 1.05 9.41

Miscellaneous Sales 32.69 21.49

Less: Excise Duty 0.10 0.19

32.59 21.30

13,243.56 14,919.78

SCHEDULE ‘J’ - OTHER INCOME2009-10 2008-09

(Rs.in lacs) (Rs.in lacs) INTEREST

On Long Term Investments — —

Others 319.98 276.79

319.98 276.79

DIVIDENDSFrom Long Term Investments 8.53 8.19

LEASE RENT 7.62 7.62

PROFIT ON SALE OF FIXED ASSETS (Net) — 2.39

INCOME FROM SHARE OF A PARTNERSHIP FIRM 0.20 48.39

AMOUNTS WRITTEN BACK 17.56 0.31

MISCELLANEOUS INCOME 12.50 19.35

366.39 363.04

SCHEDULE ‘K’ - MANUFACTURING & OTHER EXPENSES2009-10 2008-09


CONSUMPTION OF RAW MATERIALS 4,154.01 5,206.91

CONSUMPTION OF STORES,COLOURS, CHEMICALS etc. 575.49 664.67SALARIES, WAGES, BONUS etc.

Salaries, Wages, gratuity & Bonus 602.58 583.31Contribution to Provident & OtherFunds (Including Administrative Charges) 28.65 23.15Employees State Insurance 0.80 0.36Workmen & Staff Welfare Expenses 10.14 9.21

642.17 616.03C/O 5371.67 6487.61


78

SCHEDULE ‘K’ - MANUFACTURING & OTHER EXPENSES (Contd.)2009-10 2008-09

(Rs.in lacs) (Rs.in lacs)B/O 5371.67 6487.61

FUEL, POWER & WATER 1,365.01 1,606.56

RENT, RATES & TAXES 62.92 70.16

Includes Rent paid Rs.53.37 lacs.

(Last year Rs.60.88 lacs)

REPAIRS & MAINTENANCE

Machinery 231.21 164.03

Buildings 6.52 9.04

Others 1.34 1.30

239.07 174.37

INSURANCE 4.51 4.28

PACKING, CARTAGE, CUTTING,

BALING, FREIGHT ETC. 179.10 183.63

COMMISSION ON SALES 27.26 17.93

INTEREST & FINANCIAL CHARGES 344.96 423.18

Less: Interest received on Trade Debts 25.13 51.75

319.83 371.43

DIRECTOR’S FEES & ALLOWANCES 0.30 0.43

DIRECTOR’S REMUNERATION 13.98 16.10

DEVELOPMENT & RESEARCH EXPENSES 5.68 6.74

SALES PROMOTION EXPENSES 72.24 63.94

BAD DEBTS & ADVANCES WRITTEN OFF 4.20 28.04

PROFESSIONAL FEES 87.45 59.47

LOSS ON SALE / DISCARD OF ASSETS (Net) 19.57 —

PRELIMINARY EXPENSES WRITTEN OFF 0.19 0.68

OFFICE & MISCELLANEOUS EXPENSES 164.41 144.23

7,937.39 9,235.60

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATEDPROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010 (Contd.)

SCHEDULE ‘L’ - INCREASE/ (DECREASE) IN STOCK2009-10 2008-09

(Rs.in lacs) (Rs.in lacs)STOCK AT COMMENCEMENT

Finished Paper 119.52 534.26Work-in-Process 9.38 20.00Trade Goods 351.64 266.64

480.54 820.90STOCK AT CLOSE

Finished Paper 514.65 119.52Work-in-Process 33.89 9.38Trade Goods 584.46 351.64

1,133.00 480.54652.46 (340.36)


79

SCHEDULE OF NOTES ANNEXED TO AND FORMING PART OF THECONSOLIDATED BALANCE SHEET AS AT AND THE CONSOLIDATED

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

SCHEDULE ‘M’ 2009-2010 2008-2009


1 Director’s Remuneration consists of the following:

Managerial remuneration 9.00 9.00

Commission on net Profit 2.10 —

Company’s contribution to

provident Fund 1.08 1.08

Perquisites 0.28 0.24

Provision for Gratuity 1.52 5.78

13.98 16.10

2 Following significant accounting policies have been adopted in preparation and presentation of the financial

statements :

a) Investments are classified into current and long term investments. Current Investments are stated at lowerof cost and fair value. Long Term Investments are stated at cost, less provision for permanent diminutionin value, if any.

b) Finished goods are valued at lower of cost or market value. All other inventories are valued at cost basedon First In, First Out method.

c) Fixed Assets are valued at cost.

d) Borrowing costs comprising interest etc. relating to project are capitalised up to the date of its completionand other borrowing costs are charged to profit and loss account in the year of their accrual.

e) Depreciation on Machinery & Building has been provided on Straight Line Method and that on the otherAssets on written Down Value method in accordance with Schedule XIV of the Companies Act, 1956 asin force as on the date of Balance Sheet.No Depreciation/Amortisation is charged on Trade Mark andProduct Branding.

f) (i) Contributions to defined contribution schemes,namely,Provident Fund and Supernnuation Fund ismade at a pre-determined rates and are charged to the Profit & Loss Account.

(ii) Contributions to the defined benefit scheme,namely,Gratuity Fund & provision for the remainingGratuity and for Leave encashment are made on the basis of actuarial valuations made in accor-dance with the revised Accounting Standard (AS) 15 at the end of each Financial Year and arecharged to the Profit & Loss Account of the year.

(iii) Actuarial gains & losses are recognized immediately in the Profit & Loss Account.

g) Revenue recognition is postponed to a later year only when it is not possible to estimate it withreasonable accuracy.

h) Foreign currency transactions are recorded at the then prevailing rate. Closing balances of assets andliabilities relating to foreign currency transactions are converted into Rupees at the rates prevailing onthe date of the Balance Sheet. The difference for transactions are dealt with in the Profit and LossAccount of the year.

i) Factors giving rise to any indication of any impairment of the carrying amount of the assets are appraisedat each balance sheet date to determine and provide /revert an impairment loss following accountingstandard AS-28 for impairment of assets.


80

4 a) Break up of Deferred Tax Liabilities / (deferred Tax Assets ) into major components is as under:

AS AT AS AT31.03.2010 31.03.2009(Rs.in lacs) (Rs.in lacs)

In respect of Depreciation 284 209

In respect of allowances and disallowances under various

provisions of Income Tax Act. (104) (74)

Net Deferred Tax Liability 180 135

b) The deferred Tax Asset in respect of carry forward of losses has been worked out on the basis of assessmentorders, returns of income filed for subsequent assessment years and estimate of the taxable income for the yearending 31st March, 2010.

c) No deferred tax asset has been recognised in respect of losses of subsidiary company in view of prevailingcircumstances.

5 Related Party Disclosures (Accounting Standard 18 )

a) Associate Companies/Firm

Pudumjee Pulp & Paper Mills Ltd.

Pudumjee Plant Laboratories Ltd.

Pudumjee Investments and Finance Co.Ltd.

Prime Developers

Pudumjee - G. Crop. Developers

b) Key Management Personnel

Mr. S. M. JatiaManaging Director

SCHEDULE ‘M’ (Contd.)

AS AT AS AT31.03.2010 31.03.2009

3 Basic & Diluted EPS:

a) Net Profit /(Loss) after tax as per Profit & Loss Account :(ii) After current and deferred Tax Rs. 230.00 Lacs Rs. (150.47) lacs

b) Number of Equity Shares outstanding during the year 180 Lacs 180 lacs

c) Basic & Diluted EPS:(i) After current Tax (a / b ) Rs. 1.28 Rs. -0.84


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c) Transactions with related Parties 2009-2010 (Rs.in lacs)

(2008-09)Maximum Key

Associate during ManagementCompanies/Firms the year personnel

a) i) Interest bearing Inter Corporate Deposits 6,097.00

etc.obtained during the year (661.95)

ii) Interest bearing Inter Corporate Deposits 952.54

etc.given during the year (912.93)

b) i) Interest paid during the year 244.63

(232.98)

ii) Interest charged during the year 300.01

(269.69)

c) Inter corporate deposits etc.receivable/payable

including interest.

Pudumjee Pulp & Paper Mills Ltd.(payable) 4,527.25

(1,821.88)

Pudumjee Plant Laboratories Ltd.(payable) 8.12

(40.71)

Prime Developers 1,599.63 1,792.12

(1,792.12) (1,792.12)

Pudumjee Plant Laboratories Ltd. — —

(10.55) (179.31)

d) Sales made during the year 1,196.06

(1,492.17)

e) Purchases/Processing charges 770.98

of goods made during the year (829.64)

f) Reimbursement of common services

and purchase of utilities during the year. 187.00

(243.51)

g) Remuneration paid — 13.98

— (16.10)

h) Outstanding as Creditor 72.68

Pudumjee Pulp and Paper Mills Ltd. (61.25)

i) Amount Receivable-

Pudumjee Pulp and Paper Mills Ltd. — —

(Material given on loan) (10.56) (10.56)

Prime Developers 107.84 107.84

(Partners current A/c.) (107.64) (107.64)

j) Guarantee given to bank —

—

k) Share of Profit from Firm 0.20

(48.39)



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6. Segment Reporting (Accounting Standard 17) 31.03.2010(31.03.2009) (Rs. in Lacs)

Information about business segments. Paper Hygiene Comodities TotalProducts

SEGMENT REVENUE

From External Customers 7,089.64 6,216.62 186.45 13,492.71 (9,630.63) (5,268.47) (562.62) (15,461.72)

From Inter Segments — — —(—) (—) (—)

Total Revenue 7,089.64 6,216.62 186.45 13,492.71(9,630.63) (5,268.47) (562.62) (15,461.72)

SEGMENT RESULTS 125.47 156.60 4.28 286.35 (124.62) (-197.49) (8.83) (-64.04)

Unallocated corporated expenses 14.28 (16.53)

Operating Profit/(Loss) 272.07(-80.57)

Interest Expenses 305.82 (390.53)

Interest Income & Dividend Income 353.55 (336.73)

Income from Partnership firm (engaged in Real Estate Activity) 0.20 (48.39)

Expenditure in respect of Investments — (—)

Income Taxes including Deferred Tax 90.00(64.49)

Profit/(Loss) from ordinary activities 230.00 (-150.47)

Extra ordinary Income/(Expenditure) — (—)

Net Profit/(Loss) as per Profit & Loss Account 230.00 (-150.47)

OTHER INFORMATIONTotal carrying amount of Segment Assets 6,906.20 1,909.44 — 8,815.64

(4,216.50) (1,495.97) — (5,712.47)Add : Unallocated Corporate Assets 2,037.77

(2,092.04)Total Assets as per Balance Sheet 10,853.41

(7,804.51)Total carrying amount of Segment Liabilities 1,044.40 290.41 1,334.81

(1,246.82) (728.52) (1,975.34)Add : Unallocated Corporate Liabilities 9,518.60

(5,829.17)Total Liabilities as per Balance Sheet 10,853.41

(7,804.51)Capital expenditure incurred during the year 1,076.22 8.52 1,084.74

(215.04) (175.93) (390.97)Depreciation for the year 114.07 14.83 128.90

(96.97) (14.86) (111.83)Other Non cash Expenditure — — —

(—) (—) (—)Sales Revenue by geographical SegmentsINDIA 7,067.74 6,216.62 186.45 13,470.81

(9,505.75) (5,268.47) (562.62) (15,336.84)OUTSIDE INDIA 21.90 — — 21.90

(124.88) (—) (—) (124.88)

7,089.64 6,216.62 186.45 13,492.71(9,630.63) (5,268.47) (562.62) (15,461.72)

(i) The Paper segment relates to manufacture & marketing of Paper, Hygiene segment relates to trading of Hygiene Products &Commodities segment relates to trading of commodities.

(ii) Figures in bracket relate to previous year.



83


7. Following are the disclosures required under revised Accounting Standards (AS) 19 in respect of OperatingLease :-

a 1. The Company had entered into lease agreements for commercial as well as for residential premises

on usual terms and conditions for period ranging from 11 months to 10 years by placing refundable

deposits. One of the lease agreements provide for non cancellable lease upto 30th September, 2012

though the tenure, without renewal, expires on 30th September, 2015. In respect of this agreement

the future minimum lease payment is as under :

Particulars Warehouse & Administrative

31/03/2010 31/03/2009

i) not later than one year Rs. 40.85 lacs Rs. 40.85 lacs

ii) later than one year and not later than five years Rs. 179.95 lacs Rs. 173.62 lacs

iii) later than five years Rs. 24.72 lacs Rs. 71.90 lacs

2. All such lease payments are recognized in Profit & Loss Account as rent paid.

b 1. The Company has entered into lease agreement in terms of which it has given plant and machinery

on lease on the usual terms and conditions and such payments received have been recognized in

the Profit & Loss Account as lease rent under Other Income

2. The details of such assets as at the balance sheet dates are as under :

31/03/2010 31/03/2009

Gross carrying cost 8,256,910.00 8,256,910.00

Accumulated Depreciation 2,405,341.00 1,792,678.00

Depreciation recognized in Profit & Loss A/c 612,663.00 612,663.00


84


8 Back up of Net Foreign Exchange Loss/(Gain) is as under:

2009-2010 2008-2009


(i) Consumption of raw materials (33.92) 127.05

(ii) Consumption of Stores,Colours and chemicals (0.98) 1.22

(iii) Sales (18.79) 10.90

(53.69) 139.17

9 There is no amount outstanding as on 31st March, 2010 which is to be credited to the Investor Education

and Protection Fund.

10 Income Tax deducted at source on interest received Rs. 58.13 Lacs ( Last year Rs. 83.76 lacs) and on other

income Rs.1.71lacs. ( Last year Rs. 5.79 Lacs.)

11 Miscellaneous sales have been stated net of stocks.

12 Interest Paid as shown in (Schedule ‘K’) includes interest on fixed term loans Rs. 264.22 lacs ( Last year

Rs. 274.48 lacs.)

13 Office & Miscellaneous expenses includes remuneration of all satututory auditors.

2009-2010 2008-2009


Audit fees 1.88 1.43

Taxation matters 0.70 0.50

Management & Other Services 1.93 1.48

4.51 3.41

14 Estimate of contracts remaining to be executed on capital account and not provided for amounted to Rs. Nil

( Last year Rs. 11.94 lacs)

15 Land admeasuring about 1,400sq. Meters has been acquired by Municipal Corporation for Road Widening

purpose in the earlier years. The Parent Company is entitled to TDR with an outside chance of cash

compensation, which is yet to be determined and as such this will be included when finally decided since

the relevent documentation is yet to be finalised and executed.

16 One of the paper making machines remained shut for 202 days ( Last Year 127 days) due to its

breakdown,which has since been upgraded and satisfacterily put in to operation with increase in capacity.


85

SCHEDULE - ‘M’ (Contd.)

17 The details of the firm ‘Prime Developers’ in which the parent Company has invested are as under:

Name of the Partners Capital Sharing Ratio

Rs. in lacs Profit Loss

Prime Textiles Ltd. 1.00 50.00% 66.66%

Pudumjee Industries Ltd. 1.00 12.50% 16.67%

Aristo Realty Developers Ltd. — 25.00% —

Suma Commercial Pvt.Ltd. — 12.50% 16.67%

Share of Profit during the year Rs. 0.20 Lacs Nil

(last year Rs. 48.39 Lacs)

18 The investment in Pudumjee Pulp & Paper Mills Ltd. is accounted for in accordance with AS-13 and not under equity

method under AS 23 in view of extent and nature of holding.

19 a Details of Subsidiary / Associate Companies:

Name of the Company Country of Proportion Minority Financial

Incorporation of Ownership Interest Accounting

interest Year ended

I) Subsidiary Company

a) Pudumjee Hygiene Products Ltd. India 100 % Nil 31.03.2010

II) Associate Companies / Firms

a) Pudumjee Pulp & Paper Mills Ltd. India 8.32 % N.A. 31.03.2010

b) Pudumjee Plant Laboratories Ltd. India 27.11 % N.A. 31.03.2010

c) Pudumjee Investments and Finance India Nil N.A. 31.03.2010Co.Ltd.

d) Prime Developers (Firm) India 50 % N.A. 31.03.2010

e) Pudumjee - G.Corp.Developers. India Nil N.A. 31.03.2010

b During the year Pudumjee Hygiene Products Ltd. subsidiary of the parent company Pudumjee Industries Ltd,

has incurred a profit of Rs. 54.55 lacs for the year ending 31st March 2010, which has been appropriately dealt

with in these consolidated financial statements.

20. Contingent Liabilities not provided for in respect of : AS AT AS AT31.03.2010 31.03.2009

( Rs. In lacs) ( Rs. In lacs)(i) Letters of Credit and bank Guarantee in favour

of Govt. Authorities and suppliers of raw materials,spares etc. * 223.33 153.33

(ii) Claims against the Companies not acknowledged asdebts for excise duty, Income tax, commercial claimsetc.(Including demands contested in appeals)** 473.00 474.29

* Will not affect the future profitability.** May affect the future profitability to the extent indicated if such liabilities crystallize.


86


21 The following are the disclosures required under revised Accounting Standards (AS) 15 in respect of Employee

Benefits :

a) An amount of Rs. 27.28 lacs(last year Rs. 19.15 lacs) has been recognized as an expenses for defined

contribution plans by way of Company’s contribution to Provident Funds & Super annuation Fund.

b) The defined benefits plans comprise of Gratuity Plan and Leave Encashment Plan.The Gratuity Plan is partly

funded with Life Insurance Corporation of India under its Cash Accumulation Plan.

c) Expenses recognized during the year and reconciliation of the Assets & Liabilities recognized in Balance Sheet

as at 31.03.2010 :

2009-2010 2008-2009

Gratuity Leave Encashment Gratuity Leave Encashment

(Partly funded) (Unfunded) (Partly funded) (Unfunded)

( Rs. in lacs) ( Rs. in lacs) ( Rs. in lacs) ( Rs. in lacs)

I) The present value of defined

benefit obligations at the

commencement of the Year 176.11 13.11 156.00 7.88

ii) Current Service cost 13.13 0.39 11.54 4.71

iii) Interest cost 14.07 1.05 12.52 0.50

iv) Actuarial (Gain)/Loss 31.96 1.42 2.19 0.43

v) Benefits Paid (14.08) (1.06) (6.14) (0.41)

vi) Past Service Cost — — — —

vii) The present value of defined benefit

obligations at the close of the Year 221.19 14.91 176.11 13.11

viii)The fair value of plan assets at the

close of the year 102.14 — 92.93 —

ix) The Past service cost not yet

recognized — — — —

Expenses aggregating Rs. 53.17 lacs (last year Rs. 24.04 lacs) under items (ii), (iii), (iv), (v) and (vi) above

have been debited to the Profit and Loss Account to the extent of Rs.51.65 lacs (last year Rs.18.26 lacs) under

the Head Salaries, Wages, Bonus etc. (Schedule “K”) and Rs. 1.52 lacs (last year Rs. 5.78 lacs) under the

head “Directors’ remuneration” (Schedule “K”)


87


SIGNATURES TO SCHEDULE 'A' TO ‘M’As per our report of date attached On behalf of the Board,




d) Actuarial assumptions

2009-2010 2008-2009

Gratuity Leave Encashment Gratuity Leave Encashment

I) Rate of interest (per annum) 8.25% 8.25% 8.00% 8.00%

ii) Salary growth (per annum) Parent Co- 5.50% 5.50% 5.00% 5.00%

ii) Salary growth (per annum) Subsidiary Co- 6.00% — 6.00% —

iii) Withdrawal rate (Per annum) 1.00% 1.00% 1.00% 1.00%

iv) Expected return on Plan Assets 9.00% — 9.00% —

v) Mortality rates [LIC(1994.96) ultimate] — — — —

22 The items and figures for the previous year have been recast & regrouped wherever necessary to conform

to this year’s presentation.


88


Compiled from the Audited Accounts of the Company referred toin our Report of date attached On behalf of the Board,


Y. P. SHUKLA J.W. PATIL R. C. SARAFProprietor Assistant Company Secretary Director


2009-2010 2008-2009A Cash Flow from Operating Activities (Rs. in Lacs) (Rs. in Lacs)

Net Profit / (Loss) before Taxation & Extraordinary items 320.00 (85.98)

Adjustments For :



Loss on Sale of Asset 19.57 —

Other Income (347.98) (339.16)

120.32 144.10

Operating Profit before Working Capital Changes 440.32 58.12

(Increase)/Decrease in Inventory (1,381.11) 629.44

(Increase)/Decrease in Debtors (403.13) 363.59

(Increase)/Decrease in Advances (187.90) (672.31)

(Increase)/Decrease in Miscellaneous Expenditure 0.19 0.68

Increase /(Decrease) in Liabilities (780.87) 507.43

(2,752.82) 828.83

Cash(Used in) Generated from operations (2,312.50) 886.95

Income Tax (paid) / Refund Received (Net) (13.12) (5.60)

(13.12) (5.60)

Cash flow before Extraordinary items (2,325.62) 881.35

(Expenses) /Income of earlier years (0.74) (5.30)

Net Cash(used in)/from Operating Activities (2,326.36) 876.05

B Cash Flow From Investing Activities

Purchase Of Fixed Assets (1,233.93) (408.46)

Sale Proceeds Of Fixed Assets 0.72 3.27

Interest Received 286.98 241.78

Dividend Received 8.53 8.19

Share of Partnership Firm 0.20 48.39

Net Cash(used in)/from Investing Activities (937.50) (106.83)

C Cash Flow From Financing Activities

Proceeds from borrowings 7,444.93 2,201.63

Repayment of borrowings (3,884.70) (2,424.29)

Payment of Interest (344.70) (428.65)

Net Cash(used in)/from Financing Activities 3,215.53 (651.31)

Net change in cash & Cash Equivalents (A+B+C) (48.33) 117.91



Note: Figures in brackets represent Cash Outflows.

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010(Pursuant to clause 32 of the listing agreements with Stock Exchanges)

PROXY FORM

PUDUMJEE INDUSTRIES LIMITEDRegistered Office :


I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . in the

district of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being a member/members of the above named

Company hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . in the

district of . . . . . . . . . . . . . . . . . . . . . . . . . . . . or failing him . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . .

in the district of . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . as my/our proxy to vote for me/us on my/our behalf at the

Annual General Meeting of the Company to be held on the 30th day of August 2010 and at any adjournment thereof.

Signed at . . . . . . . . . . this . . . . . . . . . . . . . . . . day of 2010.

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

___________________________________________________________________________________________________________________

This form must be deposited at the Company's Registered Office not less than 48 hours before the holding of the Meeting.Please affix Revenue Stamp of 15 paise.

PUDUMJEE INDUSTRIES LIMITEDRegistered Office :


ATTENDANCE SLIP

Please complete and sign this attendance slip and hand over at the entrance of the meeting hall.

I hereby record my presence at the Fortyfifth Annual General Meeting of the Company at its Registered Officeat Thergaon, Pune 411 033 at 9.00 a.m. on Monday, the 30th day of August, 2010.

Name of Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Folio No./Depository A/c No. . . . . . . . . . . . . . . .

Name of Proxy (If any) . . . . . . . . . . . . . . . . . . . .

No. of Shares held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of Member / Proxy . . . . . . . . . . . . . . . . . . . .

____________________________________________________________________________________

RevenueStamp

If undelivered, please return to :

Pudumjee Industries Ltd.,(Formerly known as Pudumjee Agro Industrial Ltd.)Thergaon, Pune – 411 033.

BOOK–POST

Under Certificate of Posting

Documents

PUDUMJEE INDUSTRIES LIMITED · Office of the Company at Thergaon, Pune - 411 033 on Monday, the 30th day of August, 2010 at 9.00 a.m. (ST) to transact the lowing business: 1. To receive