AnnualReport0809ASHCO

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ASHCO NIULAB INDUSTRIES LIMITED

23RD ANNUAL REPORT 2008-2009


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CONTENTS Page Nos.

Notice .........................................................

Annexure to Notice.....................................

Directors Report ........................................

Report on Corporate Governance ..............

Auditors Report .........................................

Balance Sheet ............................................

Profit and Loss Account .............................

Schedules ..................................................

Notes to Accounts ......................................

Balance Sheet Abstract and Companys

General Business Profile............................

Cash Flow Statement .................................

BOARD OF DIRECTORS

ASHOK K. KOTWANIChairman & Managing Director

KANCHAN A. KOTWANIWhole time Director

SHASHIN RAJNIKANT SHAHDirector(Non Executive Independent Director

RAJESH S NAWATHEDirector(Non Executive Independent Director

BANKERS

PUNJAB NATIONAL BANKSEEPZ Branch,

Andheri (East)Mumbai 400 096.

AUDITORS

GMJ & CoChartered AccountantsC/2, Vishal Apartments,Sir M.V. Road,Andheri (East)Mumbai 400 069

REGISTRAR AND SHARE TRANSFER AGENTS

SYSTEM SUPPORT SERVICES209, Shivai Industrial Estate,Next to Parke-Davis,89, Andheri-Kurla Road,Sakinaka, Andheri (East)Mumbai-400 072Tel.: 022-28500835Fax : 022-28501438

REGISTERED OFFICE

Lab House, Plot No. F-13,Opp. Seepz, Andheri (East),

Mumbai 400 093Tel : 022-67040700/800Fax : 022-28368275

ISIN No.

INE 714F01017

COMPANY SECRETARY &COMPLIANCE OFFCIER

UMASHANKAR K HEGDE

BRANCHES AT

Delhi HyderabadBangalore JaipurBaroda CochinKolkata ChandigarhChennai

ANALYTICAL AND TESTINGLABORATORIES

Ashco Analytical ServicesLab House, Plot No. F-13,Opp. Seepz, Andheri (East),Mumbai 400 093.

Ashco Analytical ServicesAp Agros Complex,HMT Township, P.O. 600 007,Naraspur Road, Chintal,Hyderabad 500 054

Ashco Analytical ServicesPlot No. D-70, Sector-2,Noida (U.P.)


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NOTICE is hereby given that the Twenty Third Annual GeneralMeeting of the members of ASHCO NIULAB INDUSTRIESLIMITED will be held on Tuesday22nd December 2009 at 10.00a.m. at F-13,Lab House, Opp SEEPZ,MIDC, Andheri(E)(Mumbai- 400093 to transact the following business :-

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheetas at 31st March, 2009 and the Profit and Loss Account forthe year ended on that date and the Reports of Directors andAuditors thereon.

2. To appoint Mr. Rajesh Nawathe, Director who retires by

rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors and to fix their remuneration.

Notes:

a) A member entitled to attend and vote at the meeting is entitledto appoint a proxy to attend and vote instead of himself, butso that every proxy so appointed shall be a member of thecompany. Proxies in order to be effective must be receivedat the registered office of the company not less than 48 hoursbefore the commencement of the meeting.

b) Members seeking clarification /s if any, on the financials ofthe company for the period under the review are requested

NOTICE

to address their queries at the Registered office of thecompany at least 7 days prior to the date of Annual GeneralMeeting .

c) Members are requested

i. to notify immediately any changes in their address to thecompanys Share Transfer Agents.

ii. bring their copy of Annual Report and the Attendance Slipwith them at the Annual General Meeting .

d) The Company hereby notifies the closure of Register ofmembers and Share transfer books from Friday 18 th

December,2009 to Tuesday 22nd December,2009 ( both daysinclusive for purpose of Annual General Meeting.)

For and on Behalf of the Board

Ashok K KotwaniChairman & Managing Director

Registered Office:

Lab House Plot .No F-13,Opp SEEPZ, MIDC, Andheri (East) ,Mumbai 400 093.

Date: 12th October, 2009


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DIRECTORS REPORT TO THE MEMBERS

Your Directors present the Twenty Third Annual Report togetherwith the Audited Statement of Accounts of company for the yearended 31st March, 2009.

FINANCIAL HIGHLIGHTSRs. in Lacs

2008-09 2007-08

Sales and Other Income 7925.37 8121.34

Less: Expenses 7376.72 7386.89

PBDT 548.66 734.45

Less : Tax Expenses

Current Tax 138 130.86

Deffered Tax (51.15) 59.54

FBT 18.45 24.42

Profit Before Depreciation/Cash profit 443.36 519.63

Less : Depreciation 581.31 335.92

Nett Profit/(Loss) (137.96) 183.71

Less : Prior Period Expenses 0.24 0.99

Add: Balance Profit Broughtforward from previous year 449.60 407.32

Less Interim Dividend 140.44

Balance available for Appropriation 311.41 449.60

Surplus Carried to Balance Sheet 311.41 449.60

OPERATIONS

The Company posted cash profit of Rs. 443.36 Lacs and netloss of Rs. 137.96 Lacs was arrived at after deductingDepreciation from the Cash Profit/ Profit Before Depreciation .

The figures for the year 2008-09 are not comparable with figuresof last year. The figures for the year 2008-09 are merged andconsolidated pursuant to Order passed on 24th March,2009 byHigh Court of judicature at Bombay, amalgamating NiulabEquipment Company Private Limited with your company

DIVIDEND

Your Directors do not wish to recommend any dividend for theyear 2008-09.

MERGER/AMALGAMATION

The High Court of judicature at Bombay vide its order on 24th

March,2009 has approved the scheme of amalgamation withNiulab Equipment Company Private Limited with effect from theappointed date i.e 1st April,2007. Accordingly in principal approvalwas sought for allotment and Listing of new equity shares to beallotted pursuant to approved scheme of amalgamation fromthe Stock exchanges and at the Board Meeting held on 3rd

July,2009 , 1,92,00,000 equity shares were allotted to

shareholders of Transferor company i.e (Niulab EquipmentCompany Private Limited). The 1,92,00,000 equity shares havebeen listed and traded on The Bombay Stock Exchange from 1st

September,2009 & The National Stock exchange from11 th

September,2009.

AUTHORISED CAPITAL

The authorised share capital of the company was increased frompresent Rs.20 Crores to Rs.40 Crores in order to facilitate theallotment of new 1,92,00,000 equity shares to shareholders oftransferor company ( i.e Niulab Equipment Company PrivateLimited )

ENTERTAIMENT DIVISION

With amalgmation of Niulab Equipment Company Private Limitedwith your company, Ankk Movies ,entertainment division ofNiulab Equipment Company Private Limited has also gotamalgamated with your company.

FUTURE OUTLOOK

With the growth of Clinical research activity in India , the companyplans to raise capital from the international markets vide ADR/GDR/FCCBS /QIP up to the tune of USD 25 Million in order tofinance capital expenditure, modernization, acquisitions,diversification, general corporate purposes and working capitalrequirements and also to retire costly short terms debts, ifpossible. We want to explore overseas market by setting up

subsidiary companies outside India.

DEPOSITS

The company has not invited or accepted any Public Depositsduring the year.

SUBSIDIARY COMPANY

Your Company has taken initiative to set up subsidiaries abroadin order to cater to the needs of international market.

STATUTORY INFORMATION

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, requiring disclosure of particulars regardingConservation of Energy, Technology Absorption and ForeignExchange Earnings and Outgo given in the prescribed format isannexed hereto (Annexure-I) and forms part of this report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217(2A) of theCompanies Act, 1956 and the Rules framed thereunder, thenames and other particulars of employees are set out in theAnnexure to the Directors Report. In terms of the provisions ofsection 219(1)(b)(iv) of the Companies Act, 1956, the DirectorsReport is being sent to all the Shareholders of the Companyexcluding the aforesaid Annexure. The Annexure is available

for inspection at the Registered Office of the Company.


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Any shareholder interested in obtaining a copy of the saidAnnexure may write to the Company Secretary & ComplianceOfficer at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956& also Companys Articles of Association of the company MrRajesh Nawathe Director retires by rotation and being eligibleof reappointment offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 2000,the Directors confirm that:

1. in the preparation of the annual accounts, the applicableAccounting Standards have been followed with properexplanation relating to material departures;

2. appropriate accounting policies have been selected andapplied consistently, and have made judgments andestimates that are reasonable and prudent so as to give atrue & fair view of the state of affairs of the company as atMarch 31,2009 and of the loss of the company for the yearended on that date;

3. proper and suff icient care has been taken for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act,1956 for

safeguarding the assets of the company and for preventing& detecting fraud & other irregularities;

4. the annual accounts have been prepared on a going concernbasis.

CORPORATE GOVERNANCE REPORT

A detailed compliance report on Corporate Governance isprovided elsewhere in the Annual Report. Practicing CompanySecretarys Certificate on Compliance with the conditions ofCorporate Governance under clause 49 of the Listing Agreementis also provided in the Annual Report.

CHANGE OF NAME

During the year name of the company was changed from AshcoIndustries Limited to Ashco Niulab Industries Limited vide newcertificate of Incorporation dated 9th July,2008 issued by Registrarof Companies, Mumbai after members approved the change ofname by means of Postal Ballot.

AUDITORS REMARKS

The observations made by the Auditors with reference to Notesto the Accounts for the year under report are self-explanatoryand need no further comments from the Directors.

AUDITORS

M/s. GMJ & Co, Chartered Accountants, the Auditors of thecompany retire at the conclusion of this Annual General Meetingand are eligible for re-appointment.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation of the valuableco-operation and support of Customers, Shareholders,Companys Bankers, and Government Authorities. The Boardalso wishes to express its appreciation to all the employees ofthe company for their contribution to the operations of thecompany during the year.

For and on behalf of Board

ASHOK K. KOTWANICHAIRMAN & MANAGING DIRECTOR

Registered Office:Lab House, Plot No. F-13,Opp. SEEPZ, M. I. D. C., Andheri (East),Mumbai 400 093

Date : 12th October, 2009


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ANNEXURE I TO THE DIRECTORS REPORT

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and OutgoA. Conservation of Energy

i. Conservation of Energy : Power used in the company is drawn by different equipments fromcommon source. Besides this Generator & UPS are also used as backup source. The company has designed & installed power distributionsystem perfectly well to utilize the power at optimum levelof requirement. Laboratory building is designed in such a waythat during day time no artificial lighting is necessary in the Laboratory.During the year under review all possible efforts were made to ensureoptimum conservation of Electricity at all the Units of the company.

ii. Additional investments and proposals, : Nilif any, being implemented for reductionof consumption of energy

iii. Impact of the measures at (i) and : Not Applicable(ii) above for reduction of energyconsumption and consequent impact onthe cost of production of goods

iv. Total energy consumption and energy : Not Applicableconsumption per unit of production

B. Technology Absorption : Not ApplicableC. Foreign Exchange Earnings and Outgo

i. Activities relating to exports, initiatives : Niltaken to increase exports, developmentof new export markets for products andservices and export plans

(Rs.in Lacs)ii. Total foreign exchange used and earned

Current Year Previous YearForeign Exchange Earned 303.53 911.940Foreign Exchange used:Traveling 13.18 18.193Advertisement NILConsumable Stores and Spares NIL 2.575Purchases 124.526 356.804

DETAILS DIRECTORS SEEKING APPOINTMENT

Name of Date of Date of Qualification Expertise in No. of Companies Chairman / ShareholdingDirector Birth Appointment specific areas in which member of in the

outside the comm- CompanyDirectorship ittee(s) of (no. of

was held the board shares)as on 31st of the

March, 2009 companieson which heis Directoras on 31st

March, 2009

Mr. Rajesh 22-07-1961 30.06.2007 M.COM Human NIL NIL NILNawathe DIEM and resource,

DMM Financecenrtificates


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Name Category No.of Whether No. of Directorships No. of committees No.ofBoard attended in other public positions held otherMeetings AGM held companies in other public Direc-attended on 30th companies* torship**during December

08-09 2008Chairman Member Chairman Member

Mr. Ashok Kotwani Promoter,Non-IndependentExecutive Chairman 8 Yes 1 1 1 1

Mrs. Kanchan Kotwani Promoter,Non-IndependentWhole time Director 8 Yes 1

Mr. Rajesh Nawathe Non-ExecutiveIndependent Director 8 Yes

Mr. Shashin Shah Non-ExecutiveIndependent Director 8 Yes

*represents chairmanship/membership of Audit, Remuneration, Executive & Shareholders Grievance Committee**excluding directorship in private Ltd. Companies

REPORT ON CORPORATE GOVERNANCE

A. Companys Corporate Governance Philosophy :The Company has adopted the best practices in the areasof Corporate Governance. In this fiercely competitivebusiness environment, management & employees of thecompany are committed to obtain the core values of thetransparency, integrity, honesty, accountability which arefundamental to the Ashco Group.

The policy guidelines, code of conduct & ethics for theBoard of Directors & Senior Management ,legal compliancereporting system, model code of conduct for prevention ofinsider trading is already in place and company has alsoconstituted audit committee, remuneration committee,shareholders grievance committee, nomination committee,ethics & compliance committee for effective corporate

governance.

Company believes that good corporate governance bringsabout sustained corporate growth & long term benefit forstakeholders. Company continues to follow procedures &practices in conformity with the code of corporategovernance as enunciated in the listing agreement.

The details of the implementation of the code arementioned in the following paragraphs.

1. The Board of Directors

1.1 Composition & Size of the Board :

The company has Executive Chairman.Number of independent directors are 50% ofthe total number of directors. None of thedirectors of the board is member on more than10 committees & Chairman of more than 5committees (as specified in Clause 49), acrossall the companies in which he is director. The

necessary disclosures regarding committeepositions have been made by the directors.

Particulars of Directors are as follows:

Mr. Ashok K. Kotwani Chairman & ManagingDirector aged 56 years, is Gold Medallist inMsc.Physics has more than 28 years ofexperience in the Analytical Equipment Industry.He is in charge of all matters pertaining to theday to day working of the company.

Mrs Kanchan Ashok Kotwani Whole timeDirector aged 50 years is Arts Graduate andexpert in Administration and Generalmanagement.

Mr Rajesh Sriniwas Nawathe aged 49 yearswas appointed as additional director on 30th

June,2007 and on 28th September,2007 he wasreappointed as Non Executive IndependentDirector of the company. He is Masters inCommerce (M.COM) and having wideknowledge in areas of accounting, finance,human resources, import, export, materialmanagement etc, and is having DIEM and DMMcertificates to his credit. He has more than 19years of experience in Instrumentation Industry.

Mr. Shashin Rajnikant Shah aged 36 yearswas appointed as additional director on 30 th

June,2007 and on 28th September,2007 he was

reappointed as Non Executive IndependentDirector of the company He is a commercegraduate and is having wide accountingknowledge. He has over decades ofexperience in various areas of industry.

1.2 Board MeetingsThe name & category of the directors on the board, attendance at the board meeting during the year & at the last AnnualGeneral Meeting and also no. of directorship & committee membership held by them in other companies are given below :


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2. ATTENDANCE AT BOARD MEETING

Eight (8) Board Meetings were held during the year 2008-2009 & gap between two meetings did not exceed fourmonths. The dates on which Board Meetings were held areas follows:

1) 15.04.2008, 2) 30.06.2008, 3) 31.07.2008,4) 31.10.2008, 5) 24.12.2008, 6) 19.01.2009, 7) 28.02..2009,8) 30.03.2009

Dates for the Board Meeting in the ensuing year are decidedwell in advance & communicated to the directors. The boardmeetings are usually held at the registered office of thecompany. Agenda notes are sent to the directors in advance.Additional meetings of the board are held as when deemednecessary by the board. The information as required under

Annexure 1A to the clause 49 is being made available tothe board.

The board periodically reviews compliance report of all lawsapplicable to the company. The steps are taken by thecompany to rectify instances of the non compliance, if any.

The company has adopted the Ashco Code of Conduct fordirectors & for senior management personnel & otherexecutives of the company. The company has receivedconfirmation from the directors as well as seniormanagement personnel regarding compliance of the codeduring the year under review. These codes are posted onthe website of the company.

None of the Directors is related to other Directors, exceptMrs Kanchan Kotwani who is wife of Mr Ashok Kotwani .

3. REAPPOINTMENT OF DIRECTORS LIABLE TO RETIREBY ROTATION.

In accordance with the provisions of the Companies Act,1956 & also Companys Articles of Association of thecompany Mr Rajesh Nawathe Director retires by rotationand being eligible of reappointment offers himself forreappointment.

4. AUDIT COMMITTEE MEETINGS:

The Company had constituted Audit Committee on 10 th

December 2005. Scope of activities of Audit Committee isas set out in clause 49 of the listing agreement entered intowith stock exchanges read with Section 292A of theCompanies Act, 1956. The terms of reference of AuditCommittee including its power, role etc, has already beenset in the place.

Mr. Rajesh Nawathe is the Chairman of the Audit Committee.The audit committee met 5 times during the year on1) 30.06.2008 2)30.07.2008. 3) 31.10.2008. 4) 19.01.20095) 30.03.2009

The following Directors were present in all the auditcommittee meetings.

Sr. Name of CategoryNo. the Members

1 Mr Rajesh Nawathe Independent Director

2 Mr. Shashin Shah Independent Director

3 Mr. Ashok Kotwani Managing Director

Audit Committee Meeting was attended by Auditors of theCompany & officials of the Accounts Department. Thenecessary quorum was present at the meeting.

The Company Secretary of the Company is the secretaryto the Audit Committee.

5. REMUNERATION COMMITTEE:

The broad terms of reference for duly constitutedremuneration committee are as follows:

a. Review Performance of Managing Director & Whole-time Director after considering companys performance.

b. Recommend to the board remuneration including salary,perquisites & commission to the companys ManagingDirector & Whole-time Director.

c. Finalise the perquisites package to the ManagingDirector & Whole-time Director within overall ceiling fixedby the board.

d. Recommend to the board retirement benefits to be paidto the Managing Director & Whole-time Director underretirement benefit guidelines to be adopted by the board.

The Remuneration Committeee met on 30th June, 2008,wherein following members were present.

Sr. Name of CategoryNo. the Members

1 Mr. Rajesh Nawathe Independent Director

2 Mr Ashok Kotwani Chairman & ManagingDirector

3 Mr. Shashin Shah Independent Director

Chairman Mr. Rajesh Nawathe was present during thatmeeting. The Company Secretary of the Company is thesecretary to the Remuneration Committee.

The company has complied with the non mandatoryrequirement of the Clause 49 regarding remunerationcommittee.

Company pays Sitting Fees of Rs. 3000/- per meeting tothe Non-Executive Directors for attending meetings of theboard.


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The details of remuneration paid to the Non Executive Directors for the period from 1st April 2008 to 31ST March, 2009 are as

follows:Name of the Director Salary Perquisite Commission Sitting Fees

Allowances

Mr. Rajesh Nawathe NIL NIL NIL 24,000/-

Mr. Shashin Shah NIL NIL NIL 24,000/-

6. INVESTORS GRIEVANCES / SERVICES

1. Terms of Reference : The company has formedInvestors / Shareholders Grievances Committee withthe following terms of reference :

a. Ensure redressal of shareholders & Investorscomplaint related to the transfer of shares, non

receipt of receipts etc.

b. Redressal of Investors complaint in respect to nonreceipt of dividends etc.

Composition of Committee: Chairman-Mr. Rajesh NawatheMr. Sahshin Shah-Member, Mr. Ashok Kotwani-Member,Company Secretary is the secretary to the InvestorsGrievances Committee.

2. During the year under review company has received9 (Nine) no. of complaints from investors all of whichwere replied or resolved to the satisfaction of theinvestors.

IN ADDITION TO THE ABOVE COMMITTEES THE BOARD

HAS CONSTITUTED FOLLOWING COMMITTEES:

1. ETHICS & COMPLIANCE COMMITTEE:

As required under Securities & Exchange Board of India(Prohibition of Insider Trading) Regulation 1992. Thiscommittee was formed on 10th December 2005 date.Mr.Rajesh Nawathe is Chairman of the committee &Mr. Ashok Kotwani-Executive is Member.

Company Secretary of the Company is the secretary to theEthics & Compliance Committee. Ethics & ComplianceCommittee is to

set forth the policies relating to and oversee the

implementation of the Code. take on record the status reports prepared by the

Compliance Officer detailing the dealings in Securitiesby the Specified Persons on a monthly basis.

decide penal action in respect of violation of theRegulations / the Code by any Specified Person .

2. EXECUTIVE COMMITTEE:

Executive Committee was constituted on 31st January,2006.Executive Committee consists of Mr. Rajesh Nawathe asChairman. Mr. Shashin Shah, Mr. Ashok Kotwani & Mr.Manohar Kotwani are member of the same. The CompanySecretary of the Company is the secretary to the Executive

Committee. The terms of reference of Executive Committeeare:

1. Reviewing company performance.

2. Progress on new projects undertaken by the company

3. Review major issues and opportunities

4. Debate on process that transcend all businesses.

OTHER DIRECTORSHIPS AND MEMBERSHIP OF

COMMITTEES (AS OF DATE)1. Mr. Ashok K Kotwani

Ashco Niulab Exports Limited,ANKK MediaArts Private Limited,

2. Mrs. Kanchan A KotwaniAshco Niulab Exports Limited,

3. Mr. Shashin ShahNil

4. Mr. Rajesh NawatheTantrasoft Solution (India ) Private Limited.Crystal FRT Forwarders Private Limited

7. DISCLOSURES ON NON COMPLIANCES, RELATEDPARTY TRANSACTIONS, IF ANY

The Company has complied with the requirement ofregulatory authorities on Capital Markets and no penalties/strictures have been imposed against the company in thelast three years.

Related party transactions have been disclosed in Note No.R of the Notes to Accounts.

8. MEANS OF COMMUNICATION

Timely disclosure of information on business and financialperformance of the company is an integral part of goodgovernance.

Your company disseminates information about its operation,business and financial performance to stock exchanges,media, shareholders, analysts and society at large. TheQuarterly/Half yearly results were announced within a periodof 30 days of the end of each quarter while the audited resultswere announced within 30 days of the end of the financialyear as permitted by law. The particulars of your company,its business and operations are available on the corporatewebsite www.ashco niulabindustries.com

The results were published, interalia, in The Free PressJournal, and Navshakti (vernacular) in Mumbai Edition.These newspapers have been selected on the basis of theircirculation and in the areas where vast majority of our

shareholders are located.


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Regular updates and developments impacting the business and financials together with data on shareholding pattern etc. arealso notified to the The Bombay Stock Exchange & National Stock Exchange, Mumbai. Same information is also shared withmedia and the investor community

The Board Report deals with all matters stipulated under the Management Discussion and Analysis Report.

9. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting

a. Whether Special Resolution were put through Ballot? No

b. Are votes proposed to be conducted through? No

c. Details of Extra-ordinary General Meeting:

During the period under the review

1. Resolutions were passed through means of postal ballot on 4th July,2008 for 1) Change of name 2) Increase in Authorised

Capital from Rs.20 Crores to Rs.40 Crores 3) Amendment to Articles of Association consequent upon increase in authorisedcapital. 4) Appointment of Ashok Kotwani as Managing Director and remeneration payable to him. 5) Appointment ofKanchan Kotwani as Wholetime Director and remeunerarion payable to her.

All the resolutions were passed with 3/4th majority

A) Date, Time and Venue of AGM 22nd December, 2009 at 10.00 A.M.Hotel Tunga International, MIDC, Andheri(E), Mumbai 400093

B) Dates of Book Closures Friday18th December,2009 to Tuesday 22ND December,2009

C) Special Resolutions No Special Resolution was passed at the last AGM.

D) Financial Calendar

Financial Reporting for

Un-audited Financial Results for quarter ending June 30, 2009 End of July, 2009Un-audited Financial Results for quarter ending September 30, 2009 End of October, 2009

Un-audited Financial Results for quarter ending December 31, 2009 End of January, 2010

Audited Financial Results for the Year ending March 31, 2009 End of June, 2010

Annual General Meeting for the Year ended March 31,2010 Before the end of September, 2010

E) Date of Book Closure and Annual General Meeting in last three years:

Year Date Book Closure Date of AGM LocationFrom To

2005-2006 18-09-2006 22-09-2006 27-09-2006 Plot.No F-11 & 12/10 Western Ind Co.op EstateLimited, MIDC, Andheri (E), Mumbai 400 093

2006-2007 24-09-2007 26-09-2007 28-09-2007 Lab-House, Plot No. F-13, MIDC, Opp. SEEPZ,Andheri (East), Mumbai 400 093

2007-2008 29-12-2008 30-12-2008 30-12-2008 Lab-House, Plot No. F-13, MIDC, Opp. SEEPZ,Andheri (East), Mumbai 400 093

F) Stock Exchanges on which Companys shares are listed.

The companys shares are listed & being traded at Bombay Stock Exchange & on National Stock Exchange

Stock Scrip Code (BSE) : 517565

Symbol (NSE) : ASHCO

International Securities Identification Number (ISIN) : INE 714F01017

(For dematerialized shares)The Company has been regular in paying the listing fees to the Stock Exchanges.


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G) Dematerialization of Shares and Liquidity

All Shares of the Company are under compulsory dematerialization for delivery on transfer. As at 31st March, 2009 thenumber of shares of the Company in demat form stood at 11322392 out of the total 12003600 shares issued by theCompany.

H) Registrars and Share Transfer Agents

System Support Services209, Shivai Industrial Estate89, Andheri Kurla Road, Sakinaka,

Andheri (East), Mumbai 400 072Fax: 022 - 2850 1438, Tel.No: 022 - 2850 0835

I) Share Transfer System

Trading in Equity Shares of the Company is permitted only in dematerialized form. Shares lodged for transfer inphysical form are in-warded, scrutinized, verified, transferred and dispatched between 10 to 15 days from the date ofreceipt, if the documents are in order in all respects. Documents having deficiency are rejected and dispatched backto transferee citing reason for rejection. Where requests for dematerialization are received simultaneously, the sameare also processed separately.

J) Market Price Data

BSE NSE

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

Apr-08 26.40 15.20 26.80 14.10May-08 21.15 16.75 22.25 16.60

June-08 17.10 12.75 17.30 12.80

July-08 13.50 10.56 12.95 10.20

Aug-08 17.45 12.45 17.50 12.00

Sept.-08 13.95 9.35 14.15 9.30

Oct.-08 10.08 6.06 10.05 6.35

Nov.-08 6.83 4.51 6.95 4.50

Dec.-08 6.79 4.70 6.65 5.05

Jan.-09 7.27 4.25 7.25 4.35

Feb.-09 4.99 3.75 5.00 4.00

Mar.-09 5.03 3.51 5.20 3.65

DEMAT

94.32%

PHYSICAL

5.68%

DEMAT

PHYSICAL

SHAREHOLDERS HOLDING SHARES IN DEMAT &

PHYSICALFORM

NSDL

61.15%

CDSL

33.21%

PHYSICAL

5.64%NSDL

CDSL

PHYSICAL


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K) Distribution of Shareholding as of 31st March, 2009

Shareholding Number of Shares % of Shares Number of Shareholdersof Nominalvalue of Rs. 10/-each

Demat Physical Total Demat Physical Total Demat Physical Total

1-500 1937740 322708 2260448 16.143 2.688 18.831 8348 976 9324

501-1000 1287829 17500 1305329 10.729 0.146 10.874 1496 23 1519

1001-2000 1146533 28200 1174733 9.552 0.235 9.787 719 19 738

2001-3000 625347 0 625347 5.21 0.000 5.210 241 0 241

3001-4000 409349 7200 416549 3.41 0.060 3.470 113 2 120

4001-5000 492202 0 492202 4.10 0.000 4.10 104 0 104

5001-1000 1154360 5600 1159960 9.617 0.047 9.663 154 1 155

10001 & above 4269032 300000 4569032 35.565 2.499 38.064 107 1 108

Shares in Transit 0 0.000

Total 11322392 681208 12003600 94.325 5.675 100.00 11282 1022 12304

L) Shareholding Pattern as on 31st March, 2009

Sr. No. Category No. of Shares held Percentage of shareholding

A Promoters Holding

1 Promoters

Indian Promoters 11,42,056 9.51%

Foreign Promoters

2 Persons acting in concert (Directors relative)

Sub-Total 11,42,056 9.51%

B Non Promoters Holding

3 Institutional Investors

a) Mutual Funds and UTI

b) Bankers, Financial Institutions,

Insurance Companies, (Central / State Govt.Institutions / Non Government Institutions)

C FIIs

Sub-Total

4 Others

a) Private Corporate Bodies 19,42,344 16.18%

b) Indian Public 88,62,262 73.83%

c) NRIs / OCBs 56,938 0.47%

d) Any Other (Please Specify) in transit

TOTAL 1,20,03,600 100.00%


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M) Nomination Facility

Shareholders holding shares in physical form and desires of making nomination is respect of their shareholding in thecompany, as permitted under Section 109A of the Companies Act, 1956, are requested to submit to the RTA theprescribed Form 2B for this purpose.

N) Outstanding GDRs / ADRs or any convertible instruments : N. A.conversion date and likely impact on equity

O) Investors Correspondence: System Support Services209, Shivai Industrial Estate89, Andheri Kurla Road, Sakinaka,Andheri (East), Mumbai 400 072Tel: 022 - 2850 0835, Fax: 022 - 2850 1438

10. Disclosures:

a. Disclosures on materially significant related party transactions i.e., transactions of the Company of material nature, with

its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict withthe interests of Company at large.

There is no material transaction with any related party which may have potential conflict with the interests of the Companyat large. However the company has annexed to the accounts a list of related parties as per Accounting Standard 18 andthe transaction entered into with them.

b. Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBIor any statutory authority, on any matter related to capital markets, during the last three years.

Neither any non-compliance with any of the legal provisions of law has been made by the Company nor has any penalty,structure has been imposed by the Stock Exchanges or SEBI or any other statutory authority or any matter related tocapital markets, during the last 3 years.

FOR AND ON BEHALF OF THE BOARD

ASHOK K KOTWANICHAIRMAN & MANAGING DIRECTOR

PLACE : MumbaiDate :12th October, 2009


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FORWARD LOOKING STATEMENTS

This report contains forward looking statement which may beindentified by their use of words like plans ,expects, wills,anticipate, believes, intends, projects estimates or other wordsof similar meaning . All the statement that address expectationor projections about future ,including but not limited to statementsabout companys strategy for growth ,product development,market position , expenditures and financial results are forwardlooking statements . The forward looking statements are basedon certain assumptions and expectations of future events .Thecompany cannot guarantee that these assumptions andexpectations are accurate or will be realized . the companysactual results , performance or achievements could thus differmaterially from those projected in any such forward lookingstatements on the basis of any subsequent developments ,information or events.

INDIAN ECONOMY

The Economic advisory council to Prime Minister of India in itsreport has stated that the direct impact of funding constraints onthe investment plans of Indian corporates and hence on growthand job creation, together with the second order effects of thisdevelopment, coupled with the compression in export marketsand the second order effects on this count, are the two principalchannels through which the impact of the global financial andeconomic crisis are being felt in India.

The report states that India and perhaps China, would have adifficult time in the first part of the year, but should be able toshow a pickup in growth in the last quarter of 2009, if not earlier.The report, states that in the financial year 2009 10, the Indianeconomy is likely to remain relatively weak in the first quarter(AprilJune) and slowly pick up thereafter and the economywould show fairly strong recovery in growth in the second half ofthe fiscal year (Oct 2009 to Mar 2010) assuming someimprovement in international economic and financial conditions.Overall, the report assesses that growth in 2009 10 would bebetween 7.0 and 7.5 % or some what above that, with the firsthalf of the year averaging growth close to 7.0 % and the secondhalf an average growth of close to 7.5 % or higher.

Indian economy cant remain untouched by any economic turmoilin the rest of the world. The present economic slowdown in Indianeconomy also is an aftermath of the recession prevailing inalmost all big economies of the world. There is an indicationregarding start of economic upswing from the third quarter (Sept.to Dec.) of 2009 and onward.

EXPANSION:

MERGER/AMALGAMATION

During the year under the review the high court of Judicautureat Bombay approved the scheme of arrangement with Niulab

Equipment Company Private Limited on 24

th

March,2009 .The

MANAGEMENT DISCUSSION AND ANALYSIS

merger/amalgamation with Niulab Equipment Company PrivateLimited has been embarked upon as big step towards the futureas part of big Strategic Plan aimed at capturing a greater marketshare in instrumentation industry and as Ashco ContractResearch Centre (ACRC) is involved in Clinical Research Activity, merger would immensely help Ashco Contract ResearchCentre(ACRC) in acquiring various instruments required forconducting Clinical Research Activities.The merger will enableus to take advantage of changing scenario in InstrumentationIndustry in India as well clinical Research area. The augmentedcapital will enable the company to expand further in clincalresearch activity.

RAISING CAPITAL FROM INTERNATIONAL MARKET

The company plans to raise USD 25 million from InternationalMarket through issue of ADR/ GDR/FCCBs/QIPS in order tofinance capital expenditure, modernization, acquisitions,diversification, general corporate purposes and working capitalrequirements and also to retire costly short terms debts, ifpossible. With the huge quantum of funds available Companywill be position to explore overseas market company by settingup subsidiary companies outside India.

OUTLOOK ON OPPORTUNITIES

OUTLOOK ON THREATS, RISK AND CONCERNS:

Risk factors & risk mitigation is one of the mean item ofagenda at the regular periodical board meeting. The Boarddeliberates on the same & takes suitable steps wheneverthreats are perceived.

SEGMENT-WISE PERFORMANCE

During the previous year the Company operated in singlesegment viz. Analytical Instruments, its accessories andservices.

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY

The company has adequate internal control procedures

commensurate with the size of the company and nature ofits business. These business control procedure ensuresefficient use and protection of the resources and compliancewith the policies, procedures and statutes. The internalcontrol system provides well-documented policies,guidelines, authorizations and approval procedures. Theprime objective of the internal control procedure is to testthe adequacy and effectiveness of all internal controls laiddown by the management and to suggest improvements.

FINANCIAL PERFORMANCE

The Sales and Other Income of the company for the financialyear 2008-09 are 7925.37 Lacs. The Company posted cash

profit of Rs. of 443.36 Lacs and net loss of Rs. 137.96 Lacs


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was arrived at after deducting Depreciation from the CashProfit/ Profit Before Depreciation .

The figures for the year 2008-09 are not comparable withfigures of last year. The figures for the year 2008-09 aremerged and consolidated pursuant to Order passed on 24th

March,2009 by High Court of judicature at Bombayamalgamating Niulab Equipment Company Private Limitedwith your company.

The company is hopeful of turnaround in the presentfinancial year as company is planning to raise funds frominternational market for purpose of expansion anddiversification .

STATUTORY COMPLIANCE :

On obtaining confirmation from various departments &branches of the company of having complied with all thestatutory requirements, a declaration regarding compliancewith the provisions of the various statutes is made byManaging Director at each Board Meeting. The companysecretary as compliance officer ensures compliance withthe SEBI regulations & provisions of the listing agreement.The Company secretary as compliance officer forprevention of Insider Trading Regulations ensurescompliance with the Ashco guidelines on Insider Trading.

CONTINGENT LIABILITIES :

The details of contingent liabilities are given in Schedule Rof the notes of Balance Sheet & Profit & Loss.

INDUSTRIAL RELATION / HUMAN RESOURCEMANAGEMENT :

Industrial relation remain normal at all locations. Thedevelopment of human resources is key strategic challengein order to prepare people for future responsibilities in termsof professional skills as well as business skills. Thecompany is investing in modernization & training ofmanpower for upgrading the skills. It has been companysconstant endeavor to train & develop human resources tomeet the challenges the company faces. The companycontinues to induct competent professionals for its present& future needs. The company provides excellent &challenging atmosphere through various systems & processin place like induction, training, performance management,etc to enable the employees to give the best. Trainingimparted is comprehensive, covering knowledge, skill andattitude apart from mandatory courses in safety andenvironment process.

For and on behalf of the board

ASHOK K KOTWANICHAIRMAN & MANAGING DIRECTOR

Place : MumbaiDate:12th October, 2009


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CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

ToThe Members,Ashco Niulab Industries Limited

I have examined the compliance of conditions of Corporate Governance by Ashco Niulab Industries Limited. for the year ended 31st

March, 2009 as stipulated in Clause 49 of the Listing Agreement of the company entered in to with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited toprocedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the CorporateGovernance. This certificate is neither an audit nor an expression of opinion on the financial statements of the company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the company hascomplied with the conditions of Corporate Governance as stipulated in the clause 49 of the Listing Agreement save otherwise for

Managerial Remuneration.

I further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectivenesswith which the management has conducted the affairs of the company.

For P. MAHESHWARI & ASSOCIATESCOMPANY SECRETARIES

(P. MAHESHWARI)Proprietor

M. No.: FCS 2405, C.P. No. : 1432

Place: Mumbai

Date: 12th October, 2009.


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AUDITOR'S REPORT

ToThe Members ofAshco Niulab Industries Limited,

1. We have audited the attached Balance Sheet of ASHCONIULAB INDUSTRIES LIMITED as at 31st March, 2009and also the Profit and Loss Account and the Cash FlowStatement of the company for the year ended on that dateannexed thereto. These financial statements are theresponsibility of the management of the company. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

2. We have conducted our audit in accordance with auditing

standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by the management,as well as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order,2003 as amended by the Companies (Auditors Report)

(Amendment) Order, 2004 (the Order), issued by theCentral Government of India in terms sub-section (4A) ofSection 227 of the Companies Act, 1956, of India (the Act)and on the basis of such checks of the books and recordsof the company as we considered appropriate andaccording to the information and explanations given to us,we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to inparagraph 3 above, we report that:

a) We have obtained all the information and explanationswhich to the best of our knowledge and belief werenecessary for the purposes of our audit;

b) In our opinion, proper books of account as requiredby law have been kept by the company so far, asappears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and CashFlow Statement dealt with by this report are inagreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement comply with themandatory Accounting Standards referred to in sub-section 3C of Section 211 of the Companies Act, 1956,except for non-provision of gratuity liability and leaveencashment, which is not as per AS-15 EmployeeBenefits

e) On the basis of written representations received fromthe directors and taken on record by the Board ofDirectors, we report that none of the said directors isdisqualified as on 31st March 2009 from beingappointed as directors of the company under clause(g) of sub-section (1) of Sec 274 of the Companies

Act, 1956;

f) In our opinion and to the best of our information andaccording to the explanations given to us, the saidAccounts read together with the Notes thereon givethe information required by the Companies Act, 1956in the manner so required and subject to Note No.1l(ii) of the Notes to the Accounts for non provision ofgratuity liabilityand leave encashment as the same isaccounted for on cash basisgive a true and fair viewin conformity with the accounting principles generallyaccepted in India:

i) in the case of the Balance Sheet, of the state ofaffairs of the company as at 31st March, 2009;

ii) in the case of the Profit and Loss Account, ofthe loss of the company for the year ended onthat date

and

iii) in the case of Cash Flow Statement, of the cashflows for the year ended on that date.

For GMJ & CoChartered Accountants

CA S.MAHESHWARIPartner

M. No. 38755

Place : MumbaiDate : 12th October, 2009


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ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2009

(Referred to in paragraph 3 of our Report of Even Date)

i. (a) The company has maintained proper recordsshowing major particulars including quantitativedetails and situation of fixed assets.

( b) All the assets have not been physically verified bythe management during the year but there is a regularprogramme of verification by the management atreasonable intervals. In our opinion the frequency ofverification may be increased. No materialdiscrepancies were noticed on such verification bythe management.

(c) In our opinion, the company has not disposed off

substantial part of Fixed Assets during the year.

ii. (a) We are informed that the management has a regularprogramme of physical verification of inventories. Inour opinion the frequency of verification may beincreased.

(b) The procedures of physical verification of inventoriesfollowed by the management needs to bestrengthened in relation to the size of the companyand the nature of its business.

(c) The company is maintaining proper records ofinventory. We are informed that the discrepanciesnoticed on verification between the physical stocks

and the book records were not material.

iii. (a) The company has not granted loans, secured orunsecured to companies, firms or other partiescovered in the register maintained under Section 301of the Companies Act, 1956. Hence the provisionsof clause (iii) (a) to (d) of paragraph 4 of theCompanies (Auditors Report) Order, 2003 are notapplicable to the company.

(b) The company had taken unsecured loans from fourparties covered in the register maintained underSection 301 of the Companies Act 1956. Themaximum amount involved during the year was Rs.15,52,64,079/- and the year-end balance of loan

taken from such parties was Rs. 2,78,96,994/-.

(c) In our opinion and according to the information andexplanations given to us, the terms and conditionsof interest free unsecured loans taken by thecompany, are prima facie not prejudicial to theinterest of the company.

(d) The company is regular in repaying the principalamount wherever stipulated.

iv. In our opinion and according to the information andexplanations given to us, the internal control systems needto be strengthened to be commensurate with the size ofthe company and the nature of its business, for the

purchase of inventory and fixed assets and for the sale ofgoods and services. During the course of our audit, no

continuing failure to correct major weakness in the internalcontrol system has been noted.

v. (a) According to the information and explanations givento us, we are of the opinion that the particulars ofcontracts or arrangements referred to in section 301of the Companies Act, 1956 have been entered in theregister required to be maintained under that section.

(b) In our opinion and according to the information andexplanations given to us, transactions made inpursuance of such contracts or arrangementsentered in the Register maintained under section 301

of the Companies Act, 1956, aggregating Rs.5,00,000/- or more have been made at prices whichare reasonable having regard to the prevailing marketprices at the relevant time.

vi. In our opinion and according to the information andexplanations given to us, the company has not accepteddeposits from public, and consequently the directivesissued by the Reserve Bank of India and the provisions ofsections 58A, 58AA or any other relevant provisions ofthe Companies Act, 1956 and the rules framed thereunderare not applicable to the company.

vii. The company presently has no internal audit system. Ithas an internal control system which needs to be

strengthened to be commensurate with the size and natureof its business.

viii. According to the information and explanations given to us,the maintenance of cost records has not been prescribedby the Central Government under clause (d) of sub section1 of Section 209 of the Companies Act, 1956, and hence,the provisions of clause (viii) of paragraph 4 of theCompanies (Auditors Report) Order, 2003 are notapplicable to the company.

ix. (a) The company is generally irrregular in depositingundisputed statutory dues including Provident Fund,Investor Education and Protection Fund, EmployeesState Insurance, Income-Tax, Wealth Tax, CustomsDuty, Excise Duty, Cess and any other statutory dueswith the appropriate authorities except Fringe BenefitTax, Service Tax, Sales Tax and Tax Deducted atSource which are outstanding as at the last day ofthe financial year concerned for a period of morethan six months from the date they became payable.The details in this respect are furnished below:

Nature Of dues Amount in Rs.

Fringe Benefit Tax 7,68,016/-

Service Tax 47,19,278/-

ESIC Employees Contribution 24,371/-

ESIC Employers Contribution 65,830/-

Tax Deducted at Source 3,02,628/-


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(b) According to the information and explanations givento us, there are no dues of Income Tax/ Sales Tax/Wealth Tax/ Service Tax/ Custom Duty/ Excise Duty/Cess which have not been deposited on account ofany dispute and hence the provisions of clause (ix)(b) of paragraph 4 of the Companies (AuditorsReport) Order, 2003 are not applicable to thecompany.

x. The company does not have accumulated losses at theend of financial year and it has not incurred cash lossesduring the financial year and in the immediately precedingfinancial year.

xi. In our opinion and according to the information andexplanations given to us, the company has not defaulted

in repayment of dues to a financial institution or bank. Thecompany has not issued any debentures.

xii. In our opinion and according to information andexplanations given to us, the company has not grantedloans and advances on the basis of security by way ofpledge of shares, debentures and other securities, andhence, the provisions of clause (xii) of paragraph 4 of theCompanies (Auditors Report) Order, 2003 are notapplicable to the company.

xiii. In our opinion and according to information andexplanations given to us, the company is not a chit fund ora nidhi/mutual benefit fund/society and hence theprovisions of clause (xiii) of paragraph 4 the Companies

(Auditors Report) Order, 2003 are not applicable to thecompany.

xiv. In our opinion, the company is not dealing or trading inshares, securities, debentures and other investments. Allthe shares, securities, debentures and other investmentshave been held by the company, in its own name.

xv. In our opinion and according to information andexplanations given to us, the company has not given anyguarantees for the loans taken by others from banks or

financial institutions, and hence the provisions of clause

(xv) of paragraph 4 the Companies ( Auditors Report )Order, 2003 are not applicable to the company.

xvi. According to the information and explanations given to us,the term loans availed in the recent past have been appliedfor the purpose for which they were obtained.

xvii. According to the information and explanations given to usand on an overall examination of the balance sheet of thecompany, we report that no funds raised on short-termbasis have been used for long-term investment by thecompany.

xviii. The company has not made any preferential allotment ofshares to parties and companies covered in the Registermaintained under Section 301 of the Companies Act, 1956.

xix The company has not issued any debentures and hencethe provisions of clause (xix) of paragraph 4 the Companies(Auditors Report) Order, 2003 are not applicable to thecompany.

xx. The company has not raised any money by public issue inthe recent past and hence the provisions of clause (xx) ofparagraph 4 the Companies (Auditors Report) Order, 2003are not applicable to the company.

xxi. According to the information and explanations given to us,no fraud on or by the company has been noticed or reportedduring the year.

For GMJ & CoChartered Accountants

CA S.MAHESHWARIPartner

M. No. 38755

Place : MumbaiDate : 12th October, 2009


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BALANCE SHEET AS AT 31ST MARCH, 2009

As at As atSchedule 31.03.2009 31.03.2008

Rupees Rupees

SOURCES OF FUNDSSHAREHOLDERS FUNDSShare Capital A 312,036,000 312,036,000Reserves and Surplus B 42,064,701 55,884,218

354,100,701 367,920,218

LOAN FUNDSSecured Loans C 292,437,131 222,431,528Unsecured Loans D 81,369,934 208,662,140

373,807,065 431,093,668

DEFERRED TAX LIABILITIES 17,455,318 22,570,363

(Refer Note No 7 of Schedule R)TOTAL 745,363,084 821,584,249

APPLICATION OF FUNDSFIXED ASSETS EGross Block 541,594,955 486,122,226Less: Depreciation 203,668,351 152,517,638Net Block 337,926,604 333,604,588Capital work-in-progress 1,573,000 1,360,871

339,499,604 334,965,459INVESTMENTS F 8,771,885 8,771,765CURRENT ASSETS, LOANS AND ADVANCESInventories G 231,638,773 239,212,818Sundry Debtors H 277,845,273 355,281,758Cash and Bank Balances I 11,666,859 20,493,353Loans and Advances J 105,580,844 96,225,448

626,731,748 711,213,377

LESS : CURRENT LIABILITIES AND PROVISIONSLiabilities K 168,464,905 187,836,105Provisions L 61,175,249 45,530,249

229,640,154 233,366,354NET CURRENT ASSETS 397,091,595 477,847,024

TOTAL 745,363,084 821,584,249

NOTES TO THE ACCOUNTS R

As per our report of even date For and on behalf of Board

For GMJ & Co. ASHOK K. KOTWANI Chairman & Managing Director

KANCHAN A. KOTWANI Whole Time DirectorCA S. MAHESHWARIPartnerM. No. 38755 UMASHANKAR HEGDE Company Secretary

Place: MumbaiDate: 12th October, 2009

Chartered Accountants


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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009

Current PreviousSchedule Year Year

Rupees Rupees

INCOMEGross Sales 517,000,449 548,947,475Less: Excise Duty

Net Sales 517,000,449 548,947,475

Commission Received 42,495,005 132,017,703Service Charges 131,764,947 128,669,515(Inclusive of TDS Rs.89,65,844/-, Previous Year Rs.18,22,029/-)Other Income M 101,276,876 2,499,595

TOTAL 792,537,276 812,134,288EXPENDITUREMaterial Cost N 494,820,124 503,672,246Personnel Cost O 87,413,928 90,125,157Administrative and Other Expenses P 112,938,565 109,937,118

695,172,617 703,734,521

PROFIT BEFORE DEPRECIATION, INTEREST & TAX 97,364,659 108,399,767

Financial Expenses Q 42,499,124 34,954,623PROFIT BEFORE DEPRECIATION and TAX 54,865,535 73,445,144Depreciation and Amortisation 58,131,436 33,591,529PROFIT/ (LOSS) BEFORE TAX (3,265,901) 39,853,615Less : Provision for Taxation (Refer Note No. 7 of Schedule R)

Current Tax 13,800,000 13,085,500 Deferred Tax (5,115,045) 5,954,250 Fringe Benefit Tax 1,845,000 2,442,093

10,529,955 21,481,843PROFIT/(LOSS) AFTER TAX (13,795,856) 18,371,772Less : Prior Period Expenses 23,661 98,928Add : Balance Profit Brought Forward from previous year 44,960,399 40,731,563

BALANCE AVAILABLE FOR APPROPRIATION 31,140,882 59,004,407

APPROPRIATIONInterim Dividend 12,003,600Dividend Distribution Tax 2,040,408Surplus Carried to Balance Sheet 31,140,882 44,960,399

31,140,882 59,004,407EPS (Refer Note No 10 of Schedule R)

Basic (1.14) 1.54 Diluted (0.04) 0.38

NOTES TO THE ACCOUNTS R

As per our report of even date For and on behalf of Board

For GMJ & Co. ASHOK K. KOTWANI Chairman & Managing Director

KANCHAN A. KOTWANI Whole Time DirectorCA S. MAHESHWARIPartnerM. No. 38755 UMASHANKAR HEGDE Company Secretary

Place: MumbaiDate: 12th October, 2009

Chartered Accountants


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SCHEDULE A : SHARE CAPITALAuthorised :19,990,000 Equity Shares of Rs. 10/- each 199,900,000 199,900,000

1,000 15% Preference Shares of Rs. 100/- each 100,000 100,000

200,000,000 200,000,000

Issued, Subscribed and Paid-up12,003,600 Equity Shares of Rs. 10/- each fully paid up 120,036,000 120,036,000Of the above, following were alloted as fully paid up Bonus Shares : -

Share Capital Suspense

19,200,000 Equity Shares of Rs.10/- each fully paid up, pending allotment 192,000,000 192,000,000consequent to Amalgamation of Niulab Equipment Co. Pvt. Ltd. to the erstwhileShareholders of Niulab Equipment Company Co. Pvt. Ltd.

312,036,000 312,036,000

SCHEDULE B : RESERVES AND SURPLUS

Capital Reserve

As per last Balance Sheet 14 14Share Premium Account

As per last Balance Sheet 116,000 116,000General Reserve

As per last Balance Sheet 10,807,805 5,807,805Profit and Loss Account

Balance as per Annexed Account 31,140,882 44,960,39942,064,701 55,884,218

SCHEDULE C : SECURED LOANS

1. From Small Industries Development Bank of India 36,800,000 46,400,000Secured by exclusive first charge of Lab Equipment acquired by the companyfor theexpansion project of Mumbai Laboratory, mortgage of leasehold rightsof the immovable property of a company, personal guarantee of two directors andcorporate guarantee of a company and pledge of shares held by promoters.

2. From Punjab National Banka. Cash Credit Facility 102,437,412 86,533,804Secured by equitable mortgage of Industrial galas and hypothecation of Block of Assetsand Raw Material, Stock -in-process, Finished Goods, Stores and Spares and PackingMaterial lying at Companys Premises at Vasai, warehouse, import documents

representing import of goods for various places and Assignment of book debt of theCompany Deposit of Receipted Challans alongwith Invoices and personal guarantee oftwo directors and corporate guarantee of a company.

b. Corporate Loan 50,004,374 Secured by equitable mortgage of immovable property and personal guarantee oftwo directors and corporate guarantee of a company

3. From ICICI Bank Limited 815,123Secured by Hypothecation of Vehicles

4. From HDFC Bank Limited 84,693,620 69,115,543Assignment of LIC Policies and personal guarantee of two directors of the company

5. From Citiabank NA 18,501,726 19,567,058Amount secured by mortgage of immovable property of the company anda director and personal guarantee of two directors of the company.

292,437,131 222,431,528

Amount repayable within one year 10,783,948 16,280,455

SCHEDULES FORMING PART OF THE BALANCE SHEET

As at As at31.03.2009 31.03.2008

Rupees Rupees


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SCHEDULE D : UNSECURED LOANS

1. From Banks 9,347,261 8,162,531

2. Inter Corporate Deposit 12,787,180 1,540,000

3. From Directors / Share holders 59,235,492 198,959,609

81,369,934 208,662,140


As at As at31.03.2009 31.03.2008

Rupees Rupees

SCHEDULE E : FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As at Additions Disposal As at Upto Amortisation During Adjustment Upto As on As on01.04.2008 during the year during the year 31.03.2009 31.03.2008 Of Goodwill The Year During The Year 31.03.2009 31.03.2009 31.03.2008

Good Will 135,494,537 135,494,537 27,098,907 108,395,630 135,494,537.00

Land 2,127,060 2,127,060 2,127,060 2,127,060

Building 3,877,969 3,877,969 367,813 63,211 431,024 3,446,945 3,510,156

Industrial Galas 7,708,963 1,304,194 6,404,769 4,942,510 243,891 917,504 4,268,897 2,135,872 2,766,453

Premises 4,896,698 3,161,422 1,735,276 1,910,100 93,599 1,209,312 794,387 940,889 2,986,598

Plant And Machinery 12,411,220 12,411,220 11,049,589 189,403 11,238,992 1,172,228 1,361,631

Air Conditioners 10,016,092 546,856 780,591 9,782,357 4,939,962 600,562 609,442 4,931,082 4,851,275 5,076,130

Testing Equipment 2,216,901 2,216,901 1,844,822 81,381 1,926,203 290,698 372,079

Electrical Fittings 7,643,699 30,851 190,594 7,483,956 3,093,736 633,809 145,393 3,582,152 3,901,804 4,549,962

Furniture And Fixtures 55,832,740 841,811 2,392,995 54,281,556 26,868,069 4,630,861 1,991,598 29,507,332 24,774,224 28,964,672

Electronic Typewriters 207,144 207,144 188,871 2,542 191,413 15,731 18,273

Office Equipment 11,302,700 238,774 245,165 11,296,309 7,506,795 434,351 114,761 7,826,385 3,469,924 3,795,904

Vehicles 6,171,753 6,171,753 3,791,602 616,221 4,407,823 1,763,930 2,380,151

Lab Equipment 181,246,124 63,674,365 16,000 244,904,489 60,835,372 18,423,924 79,259,296 165,645,193 120,410,752

Computers 44,118,662 230,336 1,481,139 42,867,859 24,372,973 5,004,790 1,446,154 27,931,609 14,936,250 19,745,689Gas Cylinders 171,778 42,120 213,898 160,839 7,515 168,354 45,544 10,939

Dies And Tools 678,185 560,282 117,902 644,584 6,470 546,557 104,497 13,405 33,601

Total Rupees 486,122,225 65,605,113 10,132,382 541,594,955 152,517,637 27,098,907 31,032,529 6,980,721 176,569,444 337,926,604 333,604,587

Previous Year Rupees 324,208,350 163,530,759 1,616,883 486,122,225 120,113,294 33,591,529 1,187,185 152,517,638

Capital Work In Progress 1,573,000 1,360,872

339,499,604 334,965,459

Note : Industrial Galas includes Rs. 1,250/ being the value of 25 shares of Rs. 50/ each in a cooperative society.


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As at As at

31.03.2009 31.03.2008

Rupees Rupees

SCHEDULE F : INVESTMENTSLONG TERM(AT COST UNQUOTED, UNLESS OTHERWISE STATED)

National Savings Certificates 32,000 32,000(Lodged with Government Authorities)

EQUITY SHARES (Unquoted)

24,900 Equity Shares of Rs. 100/- each fully paid up of Ashco Niulab Exports Limited 7,610,200 7,610,200

EQUITY SHARES (Quoted)

1,400 Equity Shares of Rs.10/- each fully paid up of Punjab National Bank 43,400 43,400

100 Equity Shares of Palsoft Infosystems Limited of Rs.10/- each fully paid up 2,000 2,000

200 Equity Shares of Bharat Immunologicals and Biological Corporation Limited 2,000 2,000

of Rs.10/- each fully paid up

800 Equity Shares of Bafna Spinning Mills and Exports Limited 4,000 4,000


100 Equity Shares of Elbee Services Limited of Rs.10/- each fully paid up 14,000 14,000

300 Equity Shares of Jaysynth Dyechem Limited of Rs.10/- each fully paid up 73,860 73,860

200 Equity Shares of Liberty Shoes Limited of Rs.10/- each fully paid up 9,900 9,900

200 Equity Shares of Man Industries Limited of Rs.5/- each fully paid up 1,500 1,500

12 Equity Shares of Man Aluminium Limited of Rs.10/- each fully paid up 120

2,000 Equity Shares of Makers Laboratories Limited of Rs.10/- each fully paid up 184,400 184,400

100 Equity Shares of Metrochem Industries Limited of Rs.10/- each fully paid up 11,000 11,000

100 Equity Shares of Nielcon Limited of Rs.10/- each fully paid up 3,800 3,800500 Equity Shares of Pudumjee Agro Industries Limited of Rs.10/- each fully paid up 10,000 10,000

200 Equity Shares of Parenteral Drugs (I) Limited of Rs.10/- each fully paid up 9,000 9,000

1,000 Equity Shares of Pharmaceutical Products of India Limited 95,180 95,180


200 Equity Shares of Shree Krishna Polyester Limited of Rs.10/- each fully paid up 14,000 14,000

2,850 Units of SBI Magnum Equity Fund of Rs.10/- each fully paid up 296,525 296,525

10,000 Units of PNB Mutual Funds of Rs 10/- each 100,000 100,000

50 Equity Shares of Triveni Sheet Glass Works Limited of Rs.10/- each fully paid up 5,000 5,000

Mutual Fund (Quoted)

25,000 units of Rs 10/- each of Principle PNB Long Term Equity Fund (Growth Plan) 250,000 250,000

8,771,885 8,771,765

NOTESAggregate Value of Quoted investments-At Cost 1,129,685 1,129,565

Market Value of Quoted Investments 849,839 1,204,255

Aggregate Value of Unquoted investments-At Cost 7,642,200 7,642,200

SCHEDULE G : INVENTORIES

(As Certified by a Director)(At cost or net realisable value whichever is lower)Raw Materials 2,433,373 2,433,373

Work in Progress 34,493,899 8,481,130

Finished Goods 192,430,592 226,203,428

Consumables, Store and Spares 2,280,909 2,094,887

231,638,773 239,212,818


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SCHEDULE H : SUNDRY DEBTORS(Unsecured, considered good)

Debts outstanding for a period exceeding six months 63,088,839 84,280,925

Other Debts 214,756,434 271,000,834

277,845,273 355,281,758

SCHEDULE I : CASH AND BANK BALANCES

Cash on hand 1,125,805 2,913,666

Balance with Scheduled Banks:

On Current Account 3,522,957 6,972,568

On Fixed Deposit Account 6,704,362 10,246,723[(Inclusive of Interest accrued Rs.10,87,304/-, Previous Year Rs.7,56,438/-)(of the above Rs.56,00,058/-, Previous Year Rs.94,25,285/- has beenkept as Margin for Bank Guarantees)]

On Unclaimed Dividend Account 313,734 360,396

11,666,859 20,493,353

SCHEDULE J : LOANS AND ADVANCES(Unsecured, considered good)

Advances recoverable in cash or in kind or for value to be received 22,148,145 24,259,579Tender , Security and other Deposits 22,842,218 27,570,532

Payment of Taxes 60,590,481 44,395,337

105,580,844 96,225,448

SCHEDULE K : CURRENT LIABILITIES

Sundry Creditors for Goods 66,388,349 102,506,390

Sundry Creditors for Expenses and Others 85,861,167 78,205,755

Deposits 2,500,000 2,500,000Advance from Customers 13,715,390 4,623,960

168,464,905 187,836,105

SCHEDULE L : PROVISIONS

For Taxation 51,590,149 37,790,149

For Fringe Benefit Tax 9,585,100 7,740,100

61,175,249 45,530,249


As at As at

31.03.2009 31.03.2008

Rupees Rupees


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SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

Current Year Previous YearRupees Rupees

SCHEDULE M : OTHER INCOMEInterest Received 617,472 1,170,625(Inclusive of TDS Rs.99687/-, Previous year Rs.93,885/-)On National Saving Certificates 4,510 4,134

621,982 1,174,759

Rent Received 900,000 900,000(Inclusive of TDS Rs.203940/- Previous Year Rs 73491/-)

Dividend Received 19,012 23,323Profit on Sale of Fixed Assets 6,133,586 59,191Sale of LIC Policies 93,590,834 Miscellaneous Income 11,462 342,322

101,276,876 2,499,595

SCHEDULE N : MATERIAL COSTRaw MaterialOpening Stock 2,433,373 2,587,965Add : Purchases 7,052

2,433,373 2,595,017

Less : Closing Stock 2,433,373 2,433,373

161,644Work In Progress

Closing Stock 34,493,899 8,481,130Less : Opening Stock 8,481,130

26,012,769 8,481,13

Finished Goods

Opening Stock 234,685,260 177,576,144Add : Purchases 458,859,944 560,430,713

693,545,204 738,006,857Less : Closing Stock 226,924,491 234,684,558

466,620,712 503,322,299

Difference on Foreign Exchange Rates 2,186,643 188,302

494,820,124 503,672,246

SCHEDULE O : PERSONNEL COST

Salary, Bonus and Other Allowances 74,248,632 76,567,934

Contribution to Provident and Other Funds 2,454,180 3,778,475

Leave Travel Assistance and Medical Reimbursement 6,651,991 6,654,663

Staff Welfare Expenses 4,059,125 3,124,085

87,413,928 90,125,157


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SCHEDULE P : ADMINISTRATIVE AND OTHER EXPENSESStores and Spares Consumed 10,315,868 9,886,738

Freight and Transportation 1,887,099 1,365,985

Rent, Rates and Taxes 10,902,944 10,337,465

Conveyance and Travelling Expenses 23,244,963 31,905,609

Telephone Expenses 3,035,960 4,471,763

Postage and Telegrams 947,991 821,211

Printing and Stationery 2,477,980 2,877,247

Electricity Charges 9,802,081 6,424,237

Repairs and Maintenance 3,555,650 3,964,942

Motor Car Expenses 1,566,976 1,296,029Commission and Service Charges 7,930 107,025

Advertisement and Sales Promotion Expenses 1,453,585 1,816,970Payment to Auditors

Audit Fees 529,590 533,710

Tax Audit Fees 139,420 140,450

669,010 674,160

Security Charges 899,878 808,961

Seminar and Exhibition Expenses 832,297 1,596,279

Membership and Subscription 174,248 81,171

Legal and Professional Fees 14,397,461 5,229,169

Software Maintenance Charges 216,280 260,036

Insurance 3,828,949 11,758,467Books and Periodicals 176,817 287,916

Sundry Balances written off/back 96,000 1,911,776

Miscellaneous Expenses 4,474,066 5,669,819

Testing Charges Paid 2,201,379

Tender Fees 136,037 364,765

Volunteers Charges 15,637,116 6,019,379

112,938,565 109,937,118

SCHEDULE Q : FINANCIAL EXPENSESInterest ExpensesInterest Paid to Bank 35,273,295 31,212,533

Interest Paid to others 2,771,442 824,23538,044,737 32,036,768

Bank Charges and Commission 4,454,388 2,917,855

42,499,124 34,954,623

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

Current Year Previous YearRupees Rupees


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1) SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of Financial StatementsThe financial statements are prepared on an accrualbasis under the historical cost convention and are inaccordance with the generally accepted accountingprinciples in India, the applicable accounting standardsissued by the Companies Accounting Standards Rules,2006 and the provisions of the Companies Act, 1956.

b) Revenue RecognitionRevenue is recognized on transfer of significant riskand reward in respect of ownership. Sale of goods isrecognized on dispatch of goods to customer exceptconsignment sales, which is recognized only whengoods are sold to third party. Sales are exclusive of salestax where applicable and net of returns, claims anddiscount etc. Service charges are recognizedproportionately over the period in which services arerendered and exclusive of service tax where applicable.Commission Income is recognized on accrual basis. Thedividend income from investment is recognized whenthe owner's right to receive payment is established andinterest income is accounted on time proportion basis.

c) Fixed Assets(i) Fixed Assets are stated at historical cost less

accumulated depreciation/ amortization andimpairment loss, if any. The cost is inclusive offreight, installation cost, duties, taxes, financingcost and other incidental expenses but net ofModvat/ Cenvat/ VAT.

(ii) Capital Work in Progress is carried at cost,comprising of direct tax, attributable interest andrelated incidental expenditure. The advancesgiven for acquiring fixed assets are shown underCapital Work in Progress.

d) DepreciationDepreciation on all assets (except on Assets acquiredon merger with Niulab Equipment Company PrivateLimited) are provided on written down value methodand pro-rata in respect of acquisitions or disposalsduring the year at the rates prescribed in ScheduleXIV of the Companies Act, 1956.Depreciation on all assets acquired on merger of NiulabEquipment Company Private Limited are provided onStraight Line Method and pro-rata in respect ofacquisitions or disposals during the year at the ratesprescribed in Schedule XIV of the Companies Act, 1956.

e) Amortization of GoodwillGoodwill raised on Amalgamation is amortized over aperiod of 5 years.

f) Impairment

An asset is treated as impaired when the carrying costof asset exceeds its recoverable value. An impairmentloss is charged to the Profit and Loss Account in theyear in which an asset is identified as impaired. Theimpairment loss recognized in prior accounting periodis reversed if there has been change in the estimateof recoverable amount.

g) InvestmentsCurrent investments are carried at the lower of costand quoted/fair value, computed category wise. LongTerm Investments are stated at cost. Provision fordiminution in the value of long-term investments ismade only if such a decline is other than temporary.

h) InventoriesInventories are valued at cost or net realisable value,whichever is lower. Cost is arrived by using First In

First Out (FIFO) formula and includes all cost ofpurchase, cost of conversion and other costs incurred

in bringing them to their respective present locationand condition. Inventories of under production film arevalued at actual amount spent, which includes amountpaid, bills settled and advances paid for which bill areawaited. The amount incurred during the year iscapitalized by allocating into the various projects underproduction.

i) Debtors and CreditorsDebit and Credit balances of same parties are statedon Net basis

j) Excise and Custom DutyExcise Duty in respect of finished goods lying in factorypremises and Custom Duty on goods lying in thecustoms bonded warehouse are provided for andincluded in the valuation of inventory.

k) Borrowing CostBorrowing costs that are attributable to the acquisitionor construction of qualifying assets are capitalised as

part of the cost of such assets. A qualifying asset isone that necessarily takes a substantial period of timeto get ready for its intended use or sale. All otherborrowing costs are charged to revenue.

l) Retirement Benefitsi) Contribution to Provident Fund and Family

Pension Scheme is charged to Revenue.ii) Payment of Gratuity and Leave Encashment are

accounted for on cash basis.m) Foreign Currency Transactions

Transactions in foreign currencies are recorded at theexchange rate prevailing on the date of transaction.Foreign currency monetary assets and liabilities aretranslated at the year end exchange rates. Exchangedifferences arising on settlement or translation ofmonetary items are recognized as income or expenses

in the year in which they arise, except in respect ofliabilities for the acquisition of fixed assets, in which casethey are adjusted in the carrying cost of such assets.

n) LeasesLeases where the lessor effectively retainssubstantially all the r isks and rewards of ownership ofthe leased term, are classified as operating leases.Operating lease rentals payable are charged as rentin profit and loss account.

o) Tax ExpensesDeferred tax assets and liabilities are recognized forfuture tax consequences attributable to timingdifferences between taxable income and accountingincome that are capable of reversal in one or moresubsequent periods and are measured using relevantenacted tax rates. The deferred tax asset is recognized

and carried forward only to the extent that there is areasonable certainty that the assets will be realized infuture in accordance with Accounting Standard 22 on"Accounting for Taxes on Income".Provision is made for regular tax on Income Tax, Taxon Distributed Dividend and Fringe Benefit Tax as perthe provisions of Income Tax Act, 1961 and the rulesmade thereunder.

p) Provision, Contingent Liabilities and ContingentAssetsProvisions comprise liabilities of uncertain timing oramount. Provisions are recognized when there is apresent obligation as a result of past events and it isprobable that there will be an outflow of resources.Contingent Liabilities are disclosed by way of Notesto Accounts.

Contingent assets are not recognized in the financialstatements.


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q) Other Accounting PoliciesThese are consistent with the generally accepted

accounting practices.During this year, wordings of some of the accountingpolicies have been modified /revised to reflect correctmeaning in line with the applicable AccountingStandards. However, there has been no change in theaccounting policies, which are consistently followedby the company.

2) Contingent Liabilities

a) Bank Guarantees outstanding: Rs. 10,66,4,204(Rs. 1, 15, 11,626)

b) Letter of Credit Outstanding: Rs. 27, 92,637(Rs. 75, 84,525)

c) Claims against the company Rs. NILnot acknowledged as debts: (Rs. 3, 44,575)

3) Managerial Remuneration

a) Computation of Profit in accordance with Section 349of the Companies Act, 1956.

Particulars 2008-2009 2007-2008Rupees Rupees

Profit after taxation as perProfit and Loss Account (13,795,857) 18,371,772Add: Provision for Taxation

Current 1,38,00,000 1,30,85,500 Deferred (51,15,045) 59,54,250 FBT 18,45,000 24,42,093

Managerial Remuneration 99,60,000 86,97,327Depreciation as per Accounts 31,032,530 33,591,529

Total 3,77,26,628 8,21,42,471Less:Depreciation under

Section 350of the Companies Act, 1956 31,032,530 33,591,529Profit on Sale of Fixed Assets 61,33,586 59,191

Amortization of Goodwill 2,70,98,907

Net (Loss) /Profit (2,65,38,395) 4,84,91,751

Eligible Commission toDirector @ 1% of Net Profit * NIL 4,84,917Commission Paid NIL 3,97,327

* In view of operating loss incurred during the year, nocommission is payable to Managing Director

b) Managerial Remuneration:Managerial remuneration under section 198 of the

Companies Act, 1956.Managerial RemunerationSalary and other emoluments,including perquisites 99,60,000 83,00,000Commission NIL 3,97,327

Total 99,60,000 86,97,327

4) There are no amounts due to Small Scale undertakings towhom company owed a sum exceeding Rs.1,00,000/- whichwas outstanding for more than 30 days as at the end of thefinancial year.

5) The company has not received any memorandum (asrequired to be filed by the suppliers with the notified authorityunder the Micro Small and Medium Enterprise Development

Act, 2006) claiming their status as on 31st March, 2009 asmicro small or medium enterprises. Consequently theamount paid/payable to these parties during the year is nil.

6) Repairs and Maintenance includes a sum of Rs. 69,036/-(P.Y. Rs.660,793/-) towards Repairs and Maintenance ofbuildings.

7) Deferred Tax

Components of Deferred Tax Balance:

The tax effects of timing difference are reflected through adeferred tax asset/liability, which is included in the BalanceSheet.

The components of Deferred Tax balance are as under: -

Particulars As on As on31.03.2009 31.03.2008

Rupees Rupees

Depreciation 2,28,64,826/- 2,25,70,363

Disallowed expensesto be recouped (54,09,508)

Total 1,74,55,318 2,25,70,363

8) SEGMENT REPORTING :

The Company operates in single segment viz. Analytical Instruments, its accessories and services. There is no other reportablesegment as per Accounting Standard -17. The Company has now ventured into another segment i.e. Entertainment Industryon its Merger with Niulab Equipment Company Pvt.Ltd. However, there is no impact in the Profit and Loss Account and hencethe Current year Accounts have been prepared under single segment.

9) RELATED PARTY TRANSACTIONS:

Pursuant to Accounting Standard -18, issued by The Institute of Chartered Accountants of India, the names of related partiesand nature of relationship and particulars of transactions with the said related parties during the year are as under:

A) NAME OF THE RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP: -

i) ASSOCIATE COMPANIES: -

ANKK Media Arts Private Limited

Ashco Niulab Exports Limited


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ii) KEY MANAGEMENT PERSONNEL AND RELATIVES: -

Mr. Ashok K. Kotwani Mrs. Kanchan A. KotwaniMr. Bhagwan K. Kotwani Mr. Manohar K. Kotwani

Mr. Shyam K Kotwani Mr. Ankush A. Kotwani

Ms. Neha A. Kotwani M/s. Sayuj Telecom

M/s. Dolly Designs Mrs. Kavita Godhwani

Mrs.Geeta BalaniTIONS WITH RELATED PARTIES: -

B) TRANSACTIONS WITH RELATED PARTIES: -

i) NATURE OF TRANSACTIONS: -

Rs. in Lacs

Particulars Associate Key Managementcompanies Personnel Relative

Sales 935.91

() () ()Purchases

(6.00) () ()

Advances Recoverable 0.79() () ()

Remuneration on services 99.60 93.19() (74.92) (88.74)

Staff Welfare Expenses 10.14() () (7.98)

Loans Received(Net) 278.97 1.00() (1087.83) (139.56)

ii) AMOUNT OUTSATNDING FROM (TO) RELATED PARTIES AS AT 31. 03.2009: - Rs. in Lacs

Particulars 31.03.2009 31.03.2008

Advances Recoverable 0.16Outstanding Liabilities 1.77 1.03Loans Outstanding 301.11 1227.39

Note: Related party relationship is as identified by the company and relied upon by the Auditors.

10) EARNING PER SHARE IS CALCULATED AS FOLLOWS: -

Particulars Unit 31.03.2009 31.03.2008

Net Profit after Tax Rs. (1,37,95,857) 1,83,71,772Weighted Average Number Nos. 1,20,03,600 1,20,03,600Nominal Value per Share Rs. 10 10Basic Earning per Share (Weighted Average) Rs. (1.14) 1.54Diluted Earning per Share Rs. (0.04) 0.38

11) Additional information pursuant to the provisions of paragraphs 3, 4(C) and 4(D) of Part II and of Schedule VI of the CompaniesAct, 1956:

a) CAPACITY AND PRODUCTION

Products Production Unit Licenced Capacity Installed Capacity Quantity(P. A.) Manufactured

Analytical Instruments Nos. Not Applicable * NILBalances and Accessories * (4)

*INSTALLED CAPACITY: Installed capacity is a function of product-mix and cannot be expressed in terms of Value / Nos.


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b) TURNOVER AND STOCKS

Particulars Unit Opening Stock Sales Closing StockQty Rs. Qty Rs. Qty Rs.

Analytical Nos 1730 22,62,03,428 3,573 51,70,00,449 2577 19,24,30,592Instruments,

Balances and (763) (17,75,76,144) (3457) (55,69,10,776) (1730) (22,62,03,428)Accessories

Work In Progress 84,81,130 3,44,93,899Total 23,46,84,558 22,69,24,491

c) RAW MATERIALS CONSUMED

Particulars Unit Qty Value Rs.

C.K.D. Materials of Analytical Instruments and Accessories * NIL NIL

(4) (1,61,644)

* Raw Materials are product-mix and in different measures hence it cannot be expressed in any specific terms ofmeasurement and hence quantities are declared in sets, which includes various types -*of materials.

d) PURCHASES OF FINISHED GOODS

Particulars Unit Qty Value Rs.

Analytical Instruments, Balances and Accessories Nos 4420 48,48,72,713

(4424) (57,24,48,400)

e) VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS, STORES AND SPARES CONSUMED ANDPERCENTAGE THEREOF TO TOTAL CONSUMPTION.

i) RAW MATERIALS

Particulars % Value (Rs.)Imported

() ()

Indigenous

() ()

() ()

ii) CONSUMABLES, STORES AND SPARES

Particulars % Value (Rs.)

Indigenous 100 103,15,868

(100) (98,86,737)

100.00 103,15,868

(100.00) (98,86,737)

f) C.I.F. VALUE OF IMPORTSParticulars Amount (Rs.)

Finished Goods 1,02,65,958

(4,86,84,758)

Capital Goods 1,00,31,066

(39,27,695)

g) EXPENDITURE IN FOREIGN CURRENCY

Particulars Amount (Rs.)

Travelling 13,18,194

(19,93,201


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h) EARNING IN FOREIGN CURRENCY

Particulars Amount (Rs.)

Service Charges 34,44,065

(9,31,19,237)

Commission Received 2,69,08,609

(5,16,96,964)

12) In the opinion of the Board of Directors, all the current assets, loans and advances have value on realization at least of anamount equal to the amount at which they are stated in the Balance Sheet.

13) Amalgamation

a. i) Pursuant to the Scheme of Amalgamation of the erstwhile Niulab Equipment Company Private Limited with the companyas sanctioned by the Honorable Bombay High Court on 24/03/2009 with retrospective effect from 1st March, 2007(appointed date), accordingly the scheme has been given effect to in the accounts

ii) The Amalgamation has been accounted for under the "Pooling of Interest" method as prescribed by accounting standards(AS 14) issued by The Institute of Chartered Accountants of India. Accordingly all the assets and liabilities have beentaken over at the fair market value or their realizable value. Accordingly Rs.13,54,94,537/- has been debited toGoodwill in respect of Difference between Assets and Liabilities t