Review of operations

The Company is a Sick Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985. Moreover, the case of the Company is pending with Debt Recovery Tribunal of Chandigarh and Delhi. The Factories has been closed for the last eleven years. During the financial year company is planning to start production and necessary plan in this regard is under way.

Board of Directors

Shri Raj Kumar Arora, Director retire by rotation and being eligible offered himself for re-appointment, the Board of Director recommended the appointment of Sh. Raj Kumar Arora as director of the Company.

Further, during the year under review, in accordance with the provisions of Article of Article of Association of the company, Shri Jimson Kurian, Shri Vikram Yadav and Shri Som Prakash Baheti were appointed as Additional Director w.e.f 1st October 2009. The additional directors hold office till the date of ensuing Annual General Meeting. Notices under section 257 of the Companies Act 1956 had been received by the company from the members proposing the appointment of Shri Jimson Kurian, Shri Vikram Yadav and Shri Som Prakash Baheti as Directors of the Company. Therefore the Board recommended for their appointment as Non Executive, Independent Directors of the company at the forthcoming Annual General Meeting.

Dividend

In view of the current financial status and accumulated losses of the Company the Board of directors are not in a position to recommended any dividend for the financial year under review.

Directors Responsibility Statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, your Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Auditors and Auditors Report

In terms of amendment made by SEBI in clause 41 of the Listing Agreement vide its circular no. CIR/ CFD/ DIL/1/2010; every listed company is required to appoint an auditor who had subjected himself to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

M/s L.N. Malik & Company, Chartered Accountants the retiring statutory auditor of the Company, offer themselves for reappointment. The Company has received certificate from them that they hold peer review certificate from Peer Review Board of the Institute of Chartered Accountants of India & their appointment, if made at the forthcoming Annual General Meeting, would be within the ceiling limits prescribed under section 224(1-B) of the Companies Act, 1956 and they are not disqualified to act as Auditors of the Company for the year 2010-2011. The Board perceives that the points of auditors report are self explanatory and do not require any further explanation.

Fixed Deposit

During the year under review ,your Company had not invited any deposits from the public under Section 58A of the Companies Act, 1956.

Corporate Governance

A Report on Corporate Governance including Certificate from M/s P.S Soni & Company, Company Secretaries on compliance with conditions of Corporate Governance under Clause 49 of the Listing Agreement is annexed with this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

Since the Company has not carried out any production during the year so the particulars as prescribed under sub-section (l)(e) of Section 217 of the Companies Act, 1956 read

with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable on the Company.

Information under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules ,1975

No employee received salary exceeding the amount mentioned in the above Rules, therefore Information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable on the Company.

ACKNOWELDGEMENT .

Your Directors would like to record their appreciation for the services rendered by the members of the staff at all levels. We acknowledge the support provided to us by Bankers, Central and State Government authorities, Shareholders, Advisors, Financial Partners, and Clients for their continued support and confidence expressed in the Company.

                    for and on Behalf of the Board of Directors 
                         K.J. INTERNATIONAL LIMITED

                              Raj Kumar Arora 
                                (Director)