Dear Shareholders,

Your Directors here by present the Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation and other income stood at Rs. 179508/- after other expenses of Rs. 152799/- company posted Net profit of Rs.26709/-.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review. 

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

BOARD OF DIRECTORS:

MR. SHANKAR PRASAD BHAGAT Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

SUBSIDIARIES:

Since the Company has no subsidiaries provision of section 212 of the Companies Act, 1956 is not applicable.

AUDITORS AND AUDITORS’ REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.  The observations made by the Auditors’ in their Auditors’ Report and the Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors’ Certificate on its compliance is annexed separately to this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out any manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm 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 were 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 provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv)            Directors have prepared the accounts on a “going concern basis”.

APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks & Customers for their contribution to the company’s performance during the year under review.

By Order of the Board

For, PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED

PLACE: MUMBAI

DATE: 29.05.2013                                                                                                                                                                          

(NIYANT PARIKH)

CHAIRMAN

Annexure to Director’s Report

MANAGEMENT DISCUSSION ANALYSIS REPORT

A)            INDUSTRY STRUCTURE AND DEVELOPMENT:

The self adhesive industry is virtually non-existent in the medium scale industry.

B)            SEGMENTWISE PERFORMANCE:

The Company has only one reportable primary segment consisting of coatings on different materials, the performance of which has been detailed in my Annual Report.

C)            OPPORTUNITIES / OUTLOOK:

Due to reasons mentioned in (A) above, opportunities/outlook are not very encouraging. The management feels this situation will worsen. However some new opportunities in the coating field have been identified. The Company has been successful in exploiting the same.

D)            THREATS:

The main threats are from very cheap large volume imports from low cost countries and very small scale industries. The management is in the process of phasing out loss making / products and replacing them with product giving higher yields. The management is also in the process of drastic reduction in over heads and running costs.

E)             RISKS AND CONCERNS:

These have been mentioned in details in (A) and (D) above. The management is taking adequate measures to safeguard the interest of the Company.

F)             INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has put in place sufficient quality and inventory control systems required for the Company of our size. Monthly purchase is cross checked by the Directors. The Company also has a full fledged in house laboratory which is recognized by various government agencies such as Railways, Defense, DOT etc. for quality checks at every stage of production.

G)            HUMAN RESOURCES POLICIES:

The Company has adequate Human resources to run its operations efficiently.

H)            CAUTIONARY STATEMENT:

In light of large scale dumping of self adhesive tapes in India by countries such as China, Malaysia, etc. the Company is facing severe profitability problems. However the management has identified new markets which are not affected by imports and has successfully entered the same.

Annexure to Director’s Report

1. THE CORPORATE GOVERNANCE PHILOSOPHY

The Corporate Governance code as introduced by Security and Exchange Board of India (SEBI) in pursuance of clause 49 of Listing Agreement and subsequently amended w.e.f.1st January, 2006 has implemented by the Company.

The Company believes in maximum utilization of resources at minimum cost and attaining maximum long term shareholders value. The company has also consistently followed good corporate policy and enhanced its value in the eyes of shareholders, Bankers, Customers and Employees.

The Company has complied with all the regulations required by SEBI through the Listing Agreement. This report, along with the report of Management discussion and Analysis and additional information for the shareholders in the foregoing paras, constitutes Pressure’s compliances with clause 49 of the Listing Agreement.

2. BOARD OF DIRECTORS

The Board of Directors is having non-executive and independent directors as on 31st March, 2013. The Board of Directors is consisting of Three Directors. The Directors manages the day to day affairs of the Company. Non-executive and independent directors do not have any pecuniary relationship of transactions with the company during the period under review. There are no material transactions where they have had personal interests that conflict with that of the Company.

Numbers of Board Meetings held and the dates on which such meetings were held:

During the year the Board met 5 (Five) times on 15.05.2012, 03.08.2012, 13.08.2012, 07.11.2012 and 04.02.2013. The maximum gap between two meetings was not more than 4 months.

Attendance record of Directors attending the Board meetings and Annual General Meetings

3. AUDIT COMMITTEE

Pursuant to the provisions of section 292(A) of The Companies Act, 1956 and Clause 49 of Listing Agreement, an Audit Committee comprising of 3 Non Executive Directors has been constituted.

The role, terms of reference, authority and powers of the audit committee are in conformity with the requirement of Companies Act, 1956, and Listing Agreement.

Role/ Functions of the Committee:

o    Reviewing with management the annual financial statements before submission to the Board.

o    Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

o    Review of policies relating to risk management – operational and financial.

o    Reviewing with the management, external auditors and the adequacy of the internal control system.

Powers of the Committee:

·         To investigate any activity within its terms of reference.

·         To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).

·         Compliance with accounting standards.

·         To obtain outside legal or other professional advice, if necessary.

·         To secure attendance of outsiders with relevant expertise, if it considers necessary.

·         Compliance with Stock Exchange and legal requirements concerning financial statements.

Attendance at the Audit Committee Meetings

During the year the Audit Committee met 4 times on 15.05.2012, 13.08.2012, 07.11.2012 and 04.02.2013 attendance of the members as under:

4. REMUNERATION COMMITTEE

As neither remuneration nor sitting fee paid to the director as no remuneration Committee has been set up.

5. SHAREHOLDERS TRANSFER AND GRIEVANCES COMMITTEE

Following are the members of the Committee:

The committee was constituted to redress shareholders’/ investors’ complaints etc. relating to delay in transfer of shares, non-receipt of annual accounts, delay in balance sheet, split-up share certificate, issue duplicate certificate,  transmission of shares, dematerialization of shares etc. relating to the shares issued by the Company. Mr. Anil Mistry Director of the Company has been authorized by the Board to approve such transfers within the time stipulated under the Listing Agreement. Further the complaints of the above nature are promptly attended by the Compliance Officer.

Mr. Anil Mistry has been appointed as the Compliance Officer of the Company by the Board of Directors.

There is no pending, unsolved complaint of Shareholders of the Company and no pending Share Transfer.

6. GENERAL BODY MEETINGS

Location and time for last 3 years Annual General Meetings

7. DISCLOSURES

o    There are no materially significant related partly transactions i.e. transactions of the Company of material natures, with its promoters, the directors or the managements, their subsidiaries or relatives etc., that may have potential conflict with interest of the Company at large.

o    No penalties or strictures were imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to capital markers, during the last three years.

o    The Company has complied with various rules and regulations prescribed by the Stock Exchange and SEBI during the last three years. No penalties or strictures have been imposed by them on the Company.

8. MEANS OF COMMUNICATION

The Company has submitted its quarterly, half yearly and yearly financial results to the Stock Exchanges as well as website of the company immediately after its approval by the Board. The Company did not send the half yearly report to the Shareholders of the Company.

9. GENERAL SHAREHOLDERS INFORMATION

10. CATEGORIES OF SHAREOWNERS AS ON 31.03.2013

11. DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2013

12. STOCK MARKET DATA

The monthly movement of Equity Share prices on BSE during the year is summarized below:

13. REGISTRAR AND SHARE TRANSFER AGENT

Purva Sharegistry India Pvt. Ltd.

9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai - 400 011

14. SHARE TRANSFER SYSTEM:

Transfer of Shares in Physical form are registered and dispatched within 3 weeks from the date of their receipts, subject to the documents being valid and complete in all respects. Transfer of shares are processed by the Share Transfer Agents and approved by the Share Transfer Committee called as “Investor / Shareholders Grievance Committee”, which meets at frequent intervals. Share transfers are registered and returned within 15 days from the date of receipt, if the relevant documents are complete in all respect.

15. DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Equity Shares of your company are traded in compulsory dematerialization form by all investors. The company has entered into agreements with both existing Depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) enabling the investors to hold shares of the company in electronic form through the depository of their choice.

16. ADDRESS FOR CORRESPONDENCE:

Shareholders of the Company can send correspondence at company’s share & Transfer Agent’s
Office or the corporate office of the company situated at following address:

1st Floor, Neelkanth Shopping Center, Corner Cama Lane, M.G.Road, Ghatkopar (West), Mumbai -400 086

17. DECLARATION:

To

The Members of PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED

Mumbai

This is to confirm that the Board has laid down a Code of Conduct for all Board members and Senior Management of the Company.

The Code of Conduct has also been posted on the website of the Company. It is further confirmed that all Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended 31st March, 2013 as envisaged in Clause 49 of the Listing agreement with Stock Exchanges.

For and on Behalf of the Board

For, PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED

PLACE: MUMBAI

DATE: 29.05.2013                                                                                                                                                                          

(NIYANT PARIKH)

CHAIRMAN

CEO/CFO Certificate

The Board of Director

PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED

Mumbai

We hereby certify that for the financial year, ending 31st March, 2013 on the basis of the review of the financial statements and the cash flow statement and to the best of our knowledge and belief that:-

1.             We have reviewed the Balance Sheet, Profit & Loss Account and its schedules & notes on accounts as well as the Cash Flow Statement and Directors’ Report for the year ended 31st March, 2013 and that to the best of my knowledge and belief.

·         These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading:

·         These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2.         We also certify that to the best of our knowledge and the information provided to us, there are no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

3.         We are responsible for establishing and maintaining internal controls for financial reporting and that We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and We have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which We are aware and the steps We have taken or propose to take to rectify these deficiencies.

4.         We have indicated to the Auditors and the Audit Committee:      

·         significant changes in internal control, if any, over financial reporting during the year;

·         significant changes, if any, in accounting policies during the year and that the financial statements; and

·         instances of significant fraud of which I have become aware and the involvement therein, if any, of the management or any employee having a significant role in the company’s internal control system.

5.         We further declare that all Board Members and Senior Management personnel we have affirmed compliance with the Code of Conduct for the year ended on 31st March, 2013.

PLACE: MUMBAI

DATE: 29.05.2013

(ANIL MISTRY)                                      (NIYANT PARIKH)

         (DIRECTOR)                                                  (DIRECTOR)

To the members of PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED:

We have examined the compliance of conditions of Corporate Governance by PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED for the year ended 31st March, 2013 as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.

The compliance of condition of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We have been explained that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Company.

We further state that such compliances is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN: 018846N

PLACE: LUDHIANA

DATE: 29.05.2013                                                                                                                                                                          

CA RAKESH PURI

PARTNER

M. No.: 092728