MANAGEMENT DISCUSSION AND ANALYSIS REPORTYour Directors have pleasure in presenting the Management Discussion and Analysisreport for the year ended on 31st March 2011.
INDUSTRY STRUCTURE, DEVELOPMENT:
The Company was operating in the chemical industries. Now mainly engaged in trading ofvarious goods and merchandise.
PERFORMANCE & SEGMENT-WISE PERFORMANCE:
The Company is doing trading business in various goods and merchandise. Company islooking for trying to explore the overseas market for its business and searching outhealthy corporate houses for the merger of the Company.
The trading of the company's shares has been suspended on the stock exchanges due tonon compliance of the listing agreement. However, the Company has paid all listing feesand initiated steps to revoke the suspension of trading in equity shares of the Company.
Since the company is only into single segment of trading, segment wise performance isnot reported.
OPPORTUNITIES AND THREATS:
The Company was primarily in the business of manufacturing and sales of chemicals.Which had earlier took potential for expansion and development. However with the passageof time due to global competition, narrow margin of profits and strict quality controls,the sales and profitability of the Company were adversely affected. Further, the Indianeconomy is now integrated with the world economy to a very large extent and thereforevulnerable to the direct impact of global slowdown; such an impact could adverselyaffected the Company's performance. Therefore, the Company has decided to close down themanufacturing activity long back & concentrated on the trading activities.
STRENGTH:
The existing management has a strong technical, finance and administrative expertise invarious industries and corporate sectors including the business of the Company.
RISKS AND CONCERNS:
Your company is working essentially in global market place. The chemical Industries isundergoing a vast technological up gradation resulting in newer manufacturing techniquesat lower cost of production and improved technical qualities. However since the company isinto trading activity It is attributed to all the risk and concerns attached with thetrading industries as a whole.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The internal control system is looked after by Directors themselves, who also lookedafter the day to day affairs to ensure compliances of guide lines and policies adhere tothe management instructions and policies to ensure improvements in the system. TheInternal Audit reports are regularly reviewed by the management. The Company has properand adequate internal control system commensurate with the size of the business operationsgeared towards achieving efficiency in its various business operations, safeguardingassets, optimum utilization of resources and compliance with statutory regulations.Efforts for continued improvement of internal control system are being consistently madein this regard.
HUMAN RESOURCES VIS--VIS INDUSTRIAL RELATIONS
The Company values and appreciates the dedication and drive with which its employeeshave contributed towards improved performance during the year under review. The relationswith workers and staff are cordial during the year under review. All issues pertaining tostaff matters are resolved in harmonious and cordial manner.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis describing the Company'sobjectives, projections, estimates and expectations may be 'forward looking statements'within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to the Company's operations include economic conditions affecting demand/supplyand price conditions in the domestic and overseas markets in which the Company operateschanges in the Government regulations, tax laws, and other statutes and other incidentalfactors.
| FOR AND ON BEHALF OF THE BOARD OF DIRECTORS, | | |
| Place : Ahmedabad | Sd/- | Sd/- | Sd/- |
| Date : 11th August 2011 | Director | Director | Director |
DECLARATION UNDER CODE OF CONDUCT
As the Executive Director of Adi Rasayan Limited and as required by Clause 49 (i) (d)(ii) of the Listing Agreement, I, Dinesh H. Desai, Executive Director, hereby declare thatall the Board Members and the Senior Management personnel of the Company have affirmedCompliance with the Company's Code of Business Conduct and Ethics, for the Financial Year2010-11.
| FOR AND ON BEHALF OF THE BOARD OF DIRECTORS, |
| Place : Ahmedabad | Dinesh Desai |
| Date : 11th August 2011 | Chairman |