HITKARI INDUSTRIES LIMITED ANNUAL REPORT 2006-2007 DIRECTORS REPORT The Director are pleased to present Thirteenth Annual Report together with audited accounts for the financial year ended 31st March, 2007. FINANCIAL RESULT: (Rs. In Lac) (Rs. In Lac) Current Year Previous Year Sales & Operational Income 3308.77 3035.18 Gross Profit before Interest, 51.32 263.35 Depreciation and Taxation Less: 1) Interest 135.71 123.35 2) Depreciation 83.02 79.30 3) Provision for F.B.T. 5.00 7.00 Net Loss After Tax (172.36) 54.14 Transferred to Reserve - 54.14 OPERATIONS: The working results of your company for the financial year ended 31st March, 2007 reflect loss for the year. The company has achieved total net income of Rs. 3308.77 Lac as compared to Rs. 3035.18 Lac in the previous year. Loss was Rs. 172.36 Lac as against Rs. 54.14 Lac Profit for the year after Tax for the last year. The loss is due to increase in raw material prices without comparative increase in selling prices and higher incidence of depreciation. DIVIDEND: In view of loss, the Directors are not recommending dividend for the financial year 2006-2007. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors confirm: 1. That in the preparation of the annual account for the financial year ended 31st March, 2007, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. That the Directors have selected such accounting policies and applied them consistently and made judgements 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 the financial year and of the profit of the Company for the year under review; 3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and 4. That the Directors have prepared the accounts for the financial year ended 31st March, 2007 on a going concern basis. SUBSIDIARY COMPANY: In pursuance to Section 212 of the Companies Act, 1956, the audited statement of accounts along with the report of the Board of Directors of Terra Films (P) Ltd. are annexed. Further pursuant to Accounting Standard AS-21 your Directors have pleasure in attaching the Consolidated Financial Statement as at 31st March, 2007 which from part of Annual Report and Accounts. AUDITORS: M/s S.R. Kapur & Company, Chartered Accountants, New Delhi who retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate as required under Section 224(1B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be within the limits specified in that section. AUDITORS' REPORT: The Auditor's report as well as notes on accounts are self explanatory and do not require any further comments. DEMATERIALISATION OF SHARES: The shares of the company are available for dematerialisation with both the depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL); As on 31st March, 2007, 2867250 equity shares representing 89.45 percent of the paid up equity shares of the company have been dematerialised. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT. Report on Corporate Governance along with the certificate of statutory auditors of the company forms part of this Annual Report. The management Discussion and Analysis Report also forms the part of this Annual Report. LISTING AT STOCK EXCHANGES: The equity shares of the Company are listed on the Mumbai, Ludhiana & Calcutta Stock Exchange. Listing fees for Stock Exchange has been paid. PARTICULARS OF EMPLOYEES: There was no employee who was covered under Section 217(2A) of the Companies Act, 1956. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO: The details under Section 217(1)(e) of the Companies Act, 1956 in respect of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 to the extent of disclosure of particulars with respect to conservation of Energy and Technology absorption are not application to your company. Your company is constantly working for Research and Development as well as for technical absorption to improve its quality of production by innovation means. Total Foreign Exchange earning was Rs. 54.97 Lacs and foreign exchange outgo was Rs. 1.60 Lacs during the year ended on 31st, March, 2007. ACKNOWLEDGEMENT: Your directors wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by banks, Government Authorities, Customers, Employees and others and thank the shareholders for the confidence reposed in the company. By order of the Board By order of the Board For Hitkari Industries Ltd Place : NOIDA Date : 29.8.2007 (R.N. KHANNA) Chairman