NEW BOMBAY PRINTING AND DYEING MILLS LIMITED · Dyeing Mills Limited” to “Perfect‐Octave...

19th Annual Report 2009- 2010

NEW BOMBAY PRINTING AND DYEING MILLS LIMITED

19TH ANNUAL REPORT 2009 – 2010


New Bombay Printing & Dyeing Mills Ltd.

BOARD OF DIRECTORS

Mr. Santosh Jain ‐ Whole Time Director

Mr. Ratish Tagde ‐ Director

Mr. Anand Jariwal ‐ Director

Mr. Gopiram Jariwal ‐ Director

BANKERS

Corporation Bank Indian Overseas Bank

AUDITORS

N K JALAN & CO.

Chartered Accountants,

REGISTRAR AND SHARE TRANSFER AGENTS

Sharex Dynamic (India) Pvt. Ltd. 17/B, Dena Bank Building, 2nd Floor,

Horniman Circle, Fort, Mumbai – 400 001

REGISTERED OFFICE

Block No. No. A‐ 1, Parle Colony CHS., Sahakar Road, Vile – Parle (East), Mumbai – 400 057


CONTENTS

Notice ………………………………………….……………………………………… 1 Director’s Report and Management Discussion and Analysis ………………….. 5 Corporate Governance Report……………………………………………………… 12 Auditors Report……………………………………………………………………… 21 Balance sheet………………………………………………………………………… 26 Profit and Loss Account…………………………………………………………… 27 Schedules to Accounts …………………………………………………………… 28 Balance Sheet Abstract and Company’s General Business Profile………….. 30


NOTICE Notice is herby given that the Nineteenth Annual General Meeting of the Members of New Bombay Printing and Dyeing Mills Limited will be held on Thursday, September 30, 2010 at 12.00 noon at Block No. A – 1, Parle Colony CHS, Sahakar Road, Vile – Parle (East), Mumbai – 400 057 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2010, the

Profit and Loss Account for the year ended on that date and the Report of the Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Anand Jariwal who retires by rotation and being

eligible, offers himself for re‐appointment. 3. To appoint statutory auditors to hold office from the conclusion of the next Annual General

Meeting of the Company and to fix their remuneration. SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 21 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 including any amendment thereto or re‐enactment thereof for the time being in force and subject to such approvals, permissions and/or sanctions the name of the Company be and is hereby changed from

New Bombay Printing & Dyeing Mills Limited To Perfect – Octave Media Projects Limited

“RESOLVED FURTHER THAT the Clause I of the Memorandum of Association of the Company be and is hereby changed by incorporating the new name of the Company.”

“RESOLVED FURTHER THAT the general power be and is hereby given to the Board of Directors to execute necessary changes in all existing agreements, contracts, certificates including share certificates of the Company and registrations by incorporating new approved name of the Company wherever necessary in conformity of relevant acts, rule and regulations as the case may be and to do all such acts, deeds and things as may be necessary in this connection.”


“RESOLVED FURTHER THAT the Board be and is hereby authorised to do or cause to be done all such acts, deeds, and other things as may be required or considered necessary or incidental thereto for giving effect to the aforesaid resolution.”

5. To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOVED THAT Mr. Ratish Tagde who was appointed as an Additional Director with effect from June 14, 2010 and whose term expires at the 19th Annual General Meeting of the Company scheduled to be held on September 30, 2010 and for his appointment the Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of rotation.”

On behalf of Board of Directors of Sd/‐

Place: Mumbai Santosh Jain Date: September 4, 2010 Whole Time Director Registered Office: Block No. A ‐1, Parle Colony CHS., Sahakar Road, Vile – Parle (East), Mumbai – 400 057


NOTES: 1. A MEMBER ENTILTED TO ATTEND AND VOTE AT THE MEETING IS ENTILED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies in order to be effective must be received by the Company, not less than 48 hours before the time of commencement.

2. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing to attend and vote on their behalf at the Meeting.

3. All the documents referred to in the accompanying notice are available for inspection at the registered office of the Company on all the working days between 10.00 a.m. to 12.00 noon upto the date of the Annual General Meeting.

4. Members are requested to notify their change of address, if any, to the Company/ Share Transfer Agent, Sharex Dynamic (India) Private Limited, 17/B, Dena Bank Building, 2nd Floor, Horniman Circle, Fort, Mumbai‐ 400 001.

5. The Register of Members and Share Transfer Books of the Company shall remain closed from September 29, 2010 to September 30, 2010 (both days inclusive).

6. Shareholders are requested to forward their queries on the accounts for the financial year ended March 31, 2010 to the Company at least 10 days in advance, to enable us to keep the required information available at the Meeting.

7. Members are requested to give their valuable suggestions for improvement of the services and are also advised to quote their E‐mail Id’s, telephone / facsimile no. for prompt reply of their communications.

8. Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 is annexed hereto.

On behalf of Board of Directors of

Sd/‐

Santosh Jain Whole Time Director Place: Mumbai Date: September 4, 2010


EXPALNATORY STATEMENT (Pursuant to Section 173(2) of the Companies Act, 1956) Item No. 4 The Management has approved the diversification of business of the Company by tapping areas of entertainment and media industry. Your Company will enter into the business in the field of media creations, event management, organizing concerts, artist promotion and management, audio visual production, production of films, TV serials, video, hiring of shooting floors etc. The existing name of the Company “New Bombay Printing & Dyeing Mills Limited” does not reflect the proposed business activities of the Company. Therefore, it was decided by the Board to change in the name of the Company to convey the new business objectives. Accordingly, the Board has approved and applied for new name. The Registrar of Companies, Maharashtra, Mumbai has made available the new name “Perfect‐Octave Media Projects Limited”. The Management has decided to change the name of the Company from “New Bombay Printing & Dyeing Mills Limited” to “Perfect‐Octave Media Projects Limited”. Change in name of the Company requires alteration of name clause of Memorandum of Association which requires approval from the shareholders by passing of a Special Resolution. The Board recommends the alteration to the Memorandum of Association of the Company, as proposed in the Resolution of the notice.

None of the directors may be considered to be in any way concerned or interested in this resolution. Item No. 8: Mr. Ratish Tagde who has been appointed as an additional director by the Board of directors of the Company on June 14, 2010 pursuant to Section 260 of the Companies Act, 1956 holds office only upto the conclusion of the this 19th Annual General Meeting but is eligible for appointment. In terms of Section 257 and other applicable provisions of the Companies Act, 1956 the Company has received a notice along with necessary deposit from a member of the Company signifying his intention to propose the candidature of Mr. Ratish Tagde for the office of a Director of the Company. None of the Directors of the Company except Mr. Ratish Tagde is concerned or interested in the passing of the Resolution.

On behalf of Board of Directors of Sd/‐

Place: Mumbai Santosh Jain Date: September 4, 2010 Whole Time Director


DIRECTOR’S REPORT Your directors present herewith the 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

(Rs. In lakhs) FINANCIAL RESULTS 2009‐2010

2008‐2009

Total Income 7.32 15.51 Less: Total Expenditure 4.43 (42.14) Profit/(Loss) before Depreciation 2.88 (26.64) Less: Depreciation Nil Nil Profit/(Loss) After depreciation 2.88 (26.64) Add/( Less ) Prior Period Adjustment Nil Nil Profit/ (Loss) Before Taxation 2.88 (26.64) Less: Provision for Tax Current Tax Nil Nil Deferred Tax (Net) Nil Nil Net Profit After Tax 2.88 (26.64) Profit / (Loss) brought forward from previous year (181.90) (155.27) Balance carried to Balance Sheet (179.02) (181.90) OPERATIONS: During the year under review, the company earned income of Rs. 7.32 Lacs from investments. However the management has decided to diversify its business to media industry. Accordingly the effective steps have been taken by inducting Mr. Ratish Tagde on the Board of the Company who has an experience of a decade in the field of media industry especially of music industry. Your management is confident of turning around the company in this diversified business. In the absence of adequate profits, no amount was transferred to Reserves. DIVIDEND: Due to inadequacy of profits during the year review, your Directors do not recommend any dividend for the financial year 2009‐2010. CHANGE OF NAME: The Board has proposed a change in name of the Company from New Bombay Printing & Dyeing Mills Limited to “Perfect‐Octave Media Projects Limited”. An explanatory statement is appended to the Notice of the ensuing Annual General Meeting of the Company.


DIRECTORS: In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company Mr. Anand Gariwal, director retires by rotation and being eligible offer himself for re‐appointment. Mr. Ratish Tagde was appointed as an Additional Director with effect from June 14, 2010. He holds office upto the date of ensuing Nineteenth Annual General Meeting of the Company. The Company has received a notice from a member proposing the candidature of Mr. Ratish Tagde as a Director of the Company in terms of Section 257 of the Companies Act, 1956. During the year under review, Mr. Gajesh Abani has resigned from the position of Managing Director as well as from the Board. Mr. Santosh Jain was appointed as the Whole Time Director w.e.f. June 4, 2009 for a period of five years at no remuneration. PARTICULARS OF EMPLOYEES: During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/‐ p.a. or Rs. 2,00,000/‐ p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975. DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956: The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure‐I to this Directors Report. AUDITORS: The Auditor of the Company M/s. N.K. Jalan & Company, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible offers themselves for re‐appointment. The appointment if made will be in accordance with the sub section (1B) of section 224 of the Companies Act, 1956 as per certificate furnished by the auditor. Members will be required to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. AUDITOR’S OBSERVATIONS: Observations of auditor are self explanatory and do not required further to be commented by directors in this report. DIRCTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director’s Responsibility Statement, it is hereby confirmed:


1. That in the preparation of the accounts for the financial year ended 31st March 2010; the

applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have adopted such accounting policies and applied them consistently

and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss 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 provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March 2010

on a “going concern” basis. SUBSIDIARIES: The Company does not have any subsidiary Company. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report. DEPOSITS: The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.


ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for the support and co‐operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

On behalf of Board of Directors of Sd/‐ Santosh Jain Whole Time Director

Place: Mumbai Date: September 4, 2010


ANNEXURE I

I. CONSERVATION OF ENERGY:

(a) Energy conservation measures taken – Nil (b) Additional investments and proposals if any, being implemented for reduction of

consumption of energy – Nil (c) Impact of the measures at (a) and (b) above for reduction of energy consumption and

consequent impact on the cost of production of goods – Nil (d) Total energy consumption and energy consumption per unit of production – Nil

FORM‐A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption: Nil

B. Consumption per unit of production: Nil II. TECHNOLOGY ABSORPTION FORM‐B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I Research and Development: Nil II Technology Absorption, Adaptation and Innovation: Nil

II. FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Earnings in Foreign Exchange during the year: NIL II. Foreign Exchange outgo during the year: NIL

On behalf of Board of Directors of

Sd/‐ Santosh Jain Whole Time Director



MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRIAL STRUCTURE AND DEVELOPEMENT

The Indian Textile Industry has occupied a unique place in the industrial scenario of our country by generating substantial export earnings and creating lot of employment. Its contribution to industrial production, employment and export earnings is very significant. This industry provides one of the basic necessities of life. Readymade garments are the choice of urban people. It is also gaining wider acceptance in semi urban and rural areas. In domestic market and export market, it has made spectacular progress in the last decade. This industry is becoming very vibrant and lot of foreign investment pouring in this industry because of low risk and high earning nature of this industry. However, in absence of requisite expertise in this industry, the company has decided to diversify its operations in a different segment henceforth.

OPPORTUNITIES AND RISKS: Readymade Garment market is continuously growing and the economic growth presents several attractive opportunities. The Company is currently recuperating from the losses it has incurred in the past. SEGMENT WISE OR PRODUCT WISE PERFORMANCE The Company is currently working in one segment only i.e. “Textiles ‐ Texturising/Processing” and since the Company remained un‐operational during the year under review there is no segment wise or product wise performance. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company maintains adequate internal control systems, which provide among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant mis‐use or loss of Company’s assets. The management periodically reviews the adequacy of the internal control system. DISCUSSION AND FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE The Company has ceased its operations long back. However, the Company has earned Rs. 7.32 Lacs from other business income.


MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT: Your Company is of the strong belief that the employees are the most vital resources giving the Company an edge over its competitors in the dynamic business environment. Your Company has continued with its collaborative approach to manage industrial relations. Further, the Company is taking all possible and prompt measures, so as to cope up with the ever‐increasing competition. During the year there is no recruitment made in the Company. CAUTIONARY STATEMENT: Statements in this report on Management Discussion and Analysis describing the company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectation of future events, actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the company’s operations include global and domestic demand‐supply conditions, finished goods prices, raw material costs and availability, change in Government regulations and tax structure, economic developments within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of forward looking statements which may be amended or modified in future on the basis of subsequent developments, information or events.




REPORT ON CORPORATE GOVERNANCE

I. Company’s Philosophy on Code of Corporate Governance:

The Company’s philosophy on Corporate Governance is to maintain the highest standards of transparency, integrity, professionalism & accountability so that it meets all the stakeholders’ aspirations.

Clause 49 of the Listing Agreement stipulates norms and disclosures standards to be followed on the corporate governance by listed companies. The Board of Directors of New Bombay Printing & Dyeing Mills Limited has adequate representation of the qualified, professional, non‐executive and independent directors.

II. Board of Directors: The board of directors of the Company comprises of three Non Executive Directors and One Executive Director. The directors are qualified professionals in business, finance and corporate management. The board meets at least once in a quarter to consider amongst other business matters, the quarterly performance of the Company and financial results. Directors attending the meetings actively participate in the deliberation at theses meetings.

Number of Board Meetings

Five Board meetings were held during the year ended March, 31, 2010 and the gap between two meetings did not exceed four months. The Board meetings were held five times on April 29, 2009, July 30, 2009, August 31, 2009, October 31, 2009, and January 30, 2010.

III. Board of Directors:

• Composition of Board of Directors

The composition is as under:‐

Name of director

Category Designation

No. of meetings Held

No. Of meetings

Attended

* No. Of

member ship in

Boards of other companies

No. Of member ship in

Committees of other companies

Last AGM attended


Anand Jariwal

Non Executive & Independent Director

Director 5 5 ‐ ‐ Yes

Gopiram Jariwal



Santosh Jain Executive & Non

Independent Director


Gajesh Abani @

Executive & Non

Independent Director

Director 5 1 ‐ ‐ No

Ratish Tagde #


Director ‐ ‐ 3 ‐ No

# Mr. Ratish Tagde was appointed as an Additional Director w.e.f June 14, 2010. @ Mr. Gajesh Abani has resigned from the post of Managing Directorship and Board of Directorship of the Company with effect from June 19, 2009.

None of the directors is a member in more than ten committees or acts as a Chairman in more than five committees across all companies in which he or she is a director.

• Non executive directors’ compensation and disclosures The Non‐Executive Directors have not drawn any remuneration including sitting fees from the Company for the year ended 31st March, 2008.

• Code of Conduct:

The Board of Directors has laid down a Code of Conduct for the Board members and senior management personnel of the Company. The same is circulated among the Board Members and Senior Management Personnel. However the same is not posted on the web site. All the members of the Board and Senior Management Personnel have affirmed compliance of the respective Code of Conduct on Annual Basis. The required Declaration to the Compliance is offered herewith.


DECLARATION:

To the Members of New Bombay Printing And Dyeing Mills Limited.

As provided under clause 49 of the Listing Agreement with the stock Exchange, it is hereby declared that all the Board Members and Senior Management personnel of the Company have affirmed the Compliance with the prescribed code of conduct on annual basis.

For New Bombay Printing And Dyeing Mills Limited

Sd/‐ Santosh Kumar Jain Place: Mumbai Date: September 4, 2010.

II. AUDIT COMMITTEE:

• The Board has constituted an Audit Committee comprising of three directors, two of them are Non‐Executive, Independent Directors. The Audit Committee is constituted in accordance with the provisions of Clause 49 (II) (A) of the Listing Agreement and Section 292 of the Companies Act, 1956.All the members of the Audit Committee are financially literate and have accounting and financial management expertise. The Chairman of the Committee is an Independent, Non‐Executive Director.

• The composition of Audit Committee and attendance of each committee member is as

under:‐

Name of the Director Designatio

n Category No. of

Meetings attended

Mr. Anand Jariwal Chairman Non‐Executive, Independent

5

Mr. Gopiram Jariwal Member Non‐Executive, Independent

5

Mr. Gajesh Abani @ Member Promoter, Executive and Non – Independent

1

Mr. Santosh Kumar Jain $ Member Promoter, Executive and Non – Independent

4

@ Mr. Gajesh Abani has resigned from the post of Managing Directorship and Board of Directorship of the Company with effect from June 19, 2009.

$ Mr. Santosh Kumar Jain has been inducted as a Member of the Committee with effect from June 19, 2010 due to resignation of Mr. Gajesh Abani from the post of Managing Directorship and directorship of the Company.


• The Committee meetings were held 5 (Five) times on April 29, 2009, July 30, 2009, August 31, 2009, October 31, 2009 and January 30, 2010 which were attended by all members.

• Terms of reference of Audit Committee:

� To review reports of the Internal Audit Department and recommend to the Board to

decide about the scope of its work including the examination of major items of expenditure.

� To meet statutory and internal auditors periodically and discuss their findings,

suggestions and other related matters. � To review the auditors’ report and limited review on the financial statements and to

seek clarifications thereon if required, from the auditors and to implement any suggestion.

� To review the weaknesses in internal controls, if any, reported by the internal and

statutory auditors and report to the Board the recommendations relating thereto. � To act as a link between the statutory and internal auditors and the Board of Directors. � To recommend a change in the auditors if in the opinion of the Committee the auditors

have failed to discharge their duties adequately.

III. REMUNERATION COMMITTEE: Mr. Santosh Kumar Jain was appointed as a Whole Time Director of the Company with effect from June 4, 2009 at no remuneration therefore the Board members have not constituted remuneration committee pursuant to the Listing Agreement. Therefore, relevant reporting under this head in pursuance of Listing Agreement is not applicable.

IV. SHARE TRANSFER & SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE The Company’s Share Transfer and shareholders/investors grievance Committee functions headed under the Chairmanship of Mr. Anand Jariwal, Non – Executive Director of the Company. Mr. Santosh Jain and Mr. Gopiram Jariwal are other members of the Committee. The shareholders/investors grievance Committee was formed to specifically look into redressal of complaints like transfer of shares, issuance of duplicate shares, non‐receipt of Annual Report etc, received from shareholders and improve the efficiency in investors service and all other day‐to‐day matters governing the relationship between the company and its shareholders, wherever possible. The Committee meets as and when requires and periodically reviews the status of investor grievances. There were no complaints outstanding as on March 31, 2010. No Share Transfers remained unattended/pending for more than thirty days as on March 31, 2010.


V. SUBSIDIARY COMPANY The Company does not have any subsidiary company.

VI. DISCLOUSERS

1. The Company does not have any related party transaction that are material in nature either with its promoters and/or their subsidiary Companies, director and their relatives etc, that would have potential conflict with the interests of the Company at large.

2. The Company has complied with all the procedural requirements of regulatory

authority on matters related to capital market. 3. The Company has already laid broad guidelines for Board disclosures. 4. No money was raised from the public issue, rights issues , preference issue, etc. during

the year under review. 5. The Company do not pay any remuneration to its directors, executive and non

executive. 6. Following are the details of shareholding of Directors of the Company:

a. Anand Jariwal ‐ Nil b. Gopiram Jariwal ‐ Nil c. Gajesh Abani* ‐ Nil d. Santosh Jain ‐ 400000 (13.33%)

* Gajesh Abani has resigned from the Directorship of the Company w.e.f June 19, 2009.

VII. GENERAL BODY MEETING: a) Location, time and date where last three Annual General Meetings were held are given

below: AGM DATE TIME VENUE

Sixteenth September 28, 2007

11:00 a.m. Trans Thane Creek Industrial Area, Plot No. C‐257, Pawane Village, Navi Mumbai.

Seventeenth September 26, 2008

1.00 p.m. Block A‐1, Parle Colony C.H.,S., Sahakar Road, Vile Parle (East), Mumbai – 400 057.

Eighteenth September 30, 2009

3.00 p.m. A – 107, 1st Floor, Gokul Arcade, Near Garware Chowk, Sahar Road, Vile – Parle (East), Mumbai – 400 057.


b) The following special resolutions were passed at the previous three Annual General Meetings: AGM held on September 28, 2007:

No Special Resolution was passed at the AGM. AGM held on September 26, 2008:

No Special Resolution was passed at the AGM. AGM held on September30, 2009:

• The Alteration in Articles of Association of the Company under Section 31 of the Companies Act, 1956.

• To invest/acquire by way of subscription, purchase, conversion or otherwise Equity Shares, Preference Shares, Debentures or any other financial instruments of any Company, body corporate, whether in India or outside in India, in excess of the limits specified in Section 372A of the Companies Act, 1956 but not exceeding Rs. 20 Crores.

c) Details of resolutions passed through Postal Ballot in the 16th Annual General Meeting

held on September 28, 2007 (Under Section 192A): Pursuant to the provisions of Regulation 12 of the SEBI (SAST), Regulation, 1997 for handing over the control and Management of the Company to Mr. Santosh Jain.

d) Details of resolutions proposed to be conducted through Postal Ballot:

The management of the Company has decided to change the object clause of the Memorandum of Association. A separate notice of said postal ballot is being sent to shareholders for their approval along with this Annual Report. The result of the postal ballot will be announced on October 13, 2010.

e) Procedure of Postal Ballot

The procedure is as stipulated under Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolutions by Postal Ballot) Rules, 2001.

VIII. CERTIFICATION:

The CEO has certified to the Board with reference to the Financial Statement and other matters as required in Clause 49 of the listing agreement. Members of the Company can obtain copies of the said certificate available for inspection during the course of ensuing Annual General Meeting.


IX. COMPLIANCE: Compliance Certificate for the Corporate Governance from M/s. N.K. Jalan & Co., Chartered Accountant, Mumbai is reproduced herein below;

CERTIFICATE FROM AUDITORS To, The Members of New Bombay Printing And Dyeing Mills Limited I have examined all the relevant records of New Bombay Printing and Dying Mills Limited for the purpose of certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement with the stock Exchanges for the financial year ended 31st March, 2010. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of certification. The compliance of conditions of corporate governance is the responsibility of the Management. My examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in above mentioned Listing Agreement except that the Code of Conduct is not posted on the web site of the Company. As required by the Guidance Note issued by the Institute Chartered Accountants of India, we state that, as per records maintained by the Company, and certified by the Registrar of the Company as on March 31, 2010 there were no investor grievances pending for a period exceeding one month. We further state that such compliances is neither an assurance as to the further viability of the Company not the efficiency or effectiveness with which the management has conducted the affairs of the Company

For N.K. Jalan & Co.Chartered Accountants

Sd/‐N.K.JalanProprietor

Mumbai, September 4, 2010


X. GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting of the Company will be held on Thursday, September 30, 2010 at 12.00 noon at Block No. A – 1, Parle Colony CHS, Sahakar Road, Vile – Parle (East), Mumbai – 400 057.

2. Financial Year: The Company follows April ‐ March as its financial year. The results for every quarter beginning from April will be declared within the time period prescribed under the Listing Agreement.

3. Book closure:

September 29, 2010 to September 30, 2010 (both days inclusive)

4. Dividend Payment Date: N.A. 5. Listing on Stock Exchange:

The Equity Share of the Company are listed at the Bombay Stock Exchange Limited and the annual listing fees payable for the financial year 2010 – 2011 have been paid within the prescribed limit to the Bombay Stock Exchange Limited.

6. Stock Code:

Bombay Stock Exchange Limited: 521062

7. Registrar and Share Transfer Agent:

Sharex Dynamic (India) Private Limited, 17/B, Dena Bank Building, 2nd Floor, Horimon Circle, Fort, Mumbai – 400 001

8. Share Transfer System: The Company has appointed Sharex Dynamic (India) Private Limited as Registrars and Share Transfer Agents. The shares lodged for physical transfer/ transmission/transposition are registered within the prescribed time period if the documents are complete in all respects.


9. Categories wise Distribution of equity shares as on March 31, 2010:

Sr. No.

Category of Shareholders Total Holdings

% of Shareholdings

1. Promoter & Promoter Group 4,00,000 13.32% 2. Mutual Funds and UTI ‐ ‐ 3. Banks, Financial Institutions, Insurance

Companies (Central/State Govt. Institutions/Non Govt. Inst.)

3,500 0.117%

4. FIIs/Foreign Bodies ‐ ‐ 5. Private Corporate Bodies 182,200 6.073% 6. Indian Public 2,113,400 70.447% 7. NRIs/OCBs 300,900 10.030% 8. Clearing Member ‐ ‐ TOTAL 30,00,000 100.00%

Distribution of shareholding as on March 31, 2010:

No. of equity shares Shareholders No. of Shares No. % of holders No. % shares

1 to 500 4122 89.05 7460000 24.87 501 to 1000 271 5.85 2298000 7.66 1001 to 2000 132 2.85 2069000 6.90 2001 to 3000 27 0.58 677000 2.26 3001 to 4000 19 0.41 685000 2.28 4001 to 5000 25 0.54 1243000 4.14 5001 to 10000 12 0.26 850000 2.83

10001 and above 21 0.45 14718000 49.06 Total 4629 100.00% 30000000 100.00%




PROXY FORM NEW BOMBAY PRINTING AND DYEING MILLS LIMIITED

Registered Office: Block No. A – 1, Parle Colony CHS., Sahakar Road, Vile Parle (East), Mumbai – 400 057

Regd. Folio No._______________ No. of Shares _____________

I/We _____________________________________of_______________________ being a member of M/s. New Bombay Printing & Dyeing Mills Limited, hereby appoint _____________________________________of________________________________ or failing him/her _____________________________ of __________________________________as my/our proxy to vote for me/us at the NINTEENTH ANNUAL GENERAL MEETING of the Company to be held on Thursday, September 30, 2010 at 12.00 noon at Block No. A – 1, Parle Colony CHS., Sahakar Road, Vile Parle (East), Mumbai – 400 057 and at any adjournment (s) thereof.

Signed this ………………………………. day of …………………………2010.

Signature ……………………….. Notes: This form, in order to be effective, should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

……………………………………………………………………………………………………………

ATTENDENCE SLIP

NEW BOMBAY PRINTING AND DYEING MILLS LIMITED Registered Office: Block No. A – 1, Parle Colony CHS., Sahakar Road, Vile Parle (East), Mumbai – 400 057 Regd. Folio No. __________ No. of Shares _____________ ________________________________________ __________________________ Name of the Shareholders/Proxy (In block letter) DP ID no./Client No. I/We hereby recorded my presence at the NINTEENTH ANNUAL GENERAL MEETING of the Company to be held on Thursday, September 30, 2010 at 12.00 noon at Block No. A – 1, Parle Colony CHS., Sahakar Road, Vile Parle (East), Mumbai – 400 057.

________________________ _____________________________

Signature of the Proxy holder Signature of Shareholder

NOTE: Shareholders/proxy is requested to bring the attendance slip with him when they come to the meeting. No attendance slip will be issued at the time of meeting.

Rupee one Revenue Stamp

NEW BOMBAY PRINTING AND DYEING MILLS LIMITED · Dyeing Mills Limited” to “Perfect‐Octave...

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