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Directors Report of AksharChem (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Twenty Sixth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31,2015.

Financial Highlights

(Rs. in Lacs)

Particulars Current Year Previous Year

2014-2015 2013-2014

Revenue from Operations 19,981.58 14,487.33

Other Operating Income 31.14 11.18

Other Income from Investment 199.50 1.37

Total Income 20,212.22 14,499.88

Profit for the year Before Finance Costs, Depreciation, Extra Ordinary Item/ 2,951.44 3,284.05

Exceptional Items, Prior Period Adjustments and Tax Expenses

Less : Finance Costs 325.33 108.80

Profit for the year Before Depreciation, Extra Ordinary Item/Exceptional Items, Prior 2,626.11 3,175.25

Period Adjustments and Tax Expenses

Less : Depreciation 390.79 119.67

Profit for the year Before Extra Ordinary Item/Exceptional Items, Prior Period 2,235.32 3,055.58

Adjustments and Tax Expenses

Add/(Less): Extra Ordinary Item/ Exceptional Items - (159.79)

Profit for the year Before Prior Period Adjustments and Tax Expenses 2,235.32 2,895.79

Add/(Less): Prior Period Adjustments 115.65 -

Profit for the year Before Tax Expenses 2,350.97 2,895.79

Less: Current Tax 647.30 660.12

Less: Deferred Tax 103.65 231.38

Net Profit for the year 1,600.02 2,004.29

Add: Balance brought forward from 2,286.72 797.16 last year

Surplus available for Appropriation 3,886.73 2,801.45

Appropriation

Transfer to General Reserve 150.00 225.00

Proposed Dividend of Rs. 3.50 per Equity Share (P. Y. Rs. 2.00 per Equity Share) 255.95 99.07

Interim Dividend of Rs. Nil per Equity Share (P. Y. Rs. 3.00 per Equity Share) Nil 148.58

Tax on Dividend 51.18 42.08

Balance carried over to Balance Sheet 3,429.60 2,286.72

Total 3,886.73 2,801.45

Dividend

After considering the profitability, cash flow and overall financial performance of the Company, your Board of Directors of the Company are pleased to recommend a final dividend of Rs. 3.50 per equity share (35% on the face value of Rs. 10/- each) for the year ended March 31,2015 subject to approval of the members at the forthcoming Annual General Meeting.

During the previous financial year, the Company has paid a dividend of Rs 5.00 per equity share (50% on face value of Rs. 10 each), and the total outgo was Rs. 247.64 Lacs towards dividend and Rs. 42.08 Lacs towards dividend distribution tax.

The final dividend, if declared as above would involve a total outgo of Rs. 255.95 Lacs towards dividend for the year and Rs. 51.17 Lacs towards dividend distribution tax.

Transfer to Reserves

Your Company proposes to transfer Rs. 150 Lacs to General Reserve (Previous Year Rs. 225 Lacs). Out of amount available for appropriation and an amount of Rs. 3,430 Lacs is proposed to be retained in the Statement of Profit and Loss.

State of Company's Affairs

The highlights of the Company's performance are as under:

General

The global economic environment during the year 201415 continued to be gloomy with slow growth in all emerging markets. The Indian economy also struggled with Industrial growth, high inflation, depreciation of Indian Currency, high interest cost. Negative business sentiments prevailed throughout the year.

Results of Operations

During the year under review, new product namely CPC Green has been added in bucket of the Company pursuant to the Scheme of Arrangement in the nature of demerger and transfer of CPC Green division from Asahi Songwon Colors Limited. Hence, the Company has earned a total income of Rs. 20,212 Lacs as compared to Rs. 14,500 Lacs of the previous year. However, Profit after Tax (PAT) decreased from Rs. 2,004 Lacs to Rs. 1,600 Lacs due to global economic situations.

The total sales of the Company increased from Rs. 13,897 Lacs to Rs. 19,210 Lacs during the year.

Exports

Further the total exports sale increased from Rs. 11,678 Lacs to Rs. 17,475 Lacs compare to the previous year. Your Directors are confident to explore better overseas market in the years to come with the strengthened product portfolio.

Capital Expenditure

During the year under review the Company has incurred capital expenditure of Rs. 537.99 Lacs.

Material Changes and Commitment, Affecting the Financial Position of the Company which has occurred between the end of financial year to which the Financial statements relate and the date of the Report.

There has been no material changes and commitment, affecting the financial position of the Company which has occurred between the end of financial year to which the financial statements relate and the date of the report.

Authorised share Capital

During the year under review, pursuant to Scheme of Arrangement in the nature of demerger and transfer of CPC Green Division of Asahi Songwon Colors Limited to the Company, sanctioned by the Hon'ble High Court of Gujarat, Ahmedabad vide order dated 17.10.2014 and effective from 02.12.2014 the Authorised Share Capital of Rs. 35,000,000/-has been transferred from Asahi Songwon Colors Limited to the Company, hence the Authorised Share Capital of the Company stand increased From Rs. 50,000,000/- to Rs. 85,000,000/-.

Share Capital

During the year under review, the paid up share capital increased as a result of Issue of 2,360,050 Equity Shares in the ratio of 5 Equity Shares of Rs. 10/- each against 26 Equity Shares of Rs. 10 each held by Shareholders of Asahi Songwon Colors Limited pursuant to Scheme of Arrangement in the nature of demerger and transfer of CPC Green Division of Asahi Songwon Colors Limited to the Company.

Issue of Shares with differential rights

During the year under review, the Company has not issued equity shares with differential rights.

Issue of Sweat Equity Shares

During the year under review, the Company has not issued Sweat Equity Shares.

Issue of Employee Stock Options

During the year under review, the Company has not issued any shares under Employee Stock Option.

Subsidiary Companies

During the year under review the Company does not have any subsidiary.

Finance and insurance

Pursuant to the Scheme of Arrangement in the nature of demerger and transfer of CPC Green division of Asahi Songwon Colors Limited the Term Loan of Green Division as on 01.04.2014 has been transferred to the Company and hence the Company has been financed by State Bank of India for working capital and Term Loan.

All insurable interests of the Company, including plant and machinery, building, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.

Credit Rating

The CARE has upgraded rating of the Company from "CARE BBB " (Triple B Plus) to "CARE A-" (A Minus) assigned to the long term bank loans/facilities. The CARE has also upgraded rating assigned to the short term bank loans/facilities from "CARE A2" (A Two) to "CARE A2 " (A Two Plus).

Listing

The Equity Shares of the Company continue to be listed on BSE Limited and Ahmedabad Stock Exchange Limited and Listing Fees for the year 2015-16 has been paid. 2,360,050

Equity Shares of Rs. 10 each allotted on 13.02.2015 pursuant to Scheme of Arrangement in the nature of demerger got listed on both the Stock Exchanges and also received the trading permissions.

Transfer to investor education and Protection Fund

As provided in Section 205C of the Companies Act, 1956, dividend amount which was due and payable and remained unclaimed and unpaid for the period of seven years has to be transferred to Investors Education and Protection Fund.

The Company has transferred an amount of Rs.880,885 remaining unclaimed was transferred to Investor Education and Protection Fund (IEPF) during the year.

Particulars of Conservation of energy, Technology Absorption and Foreign exchange earnings and outgo

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as "Annexure A" to the Board's report.

Risk Management

The risk management function is integral to the company and its objectives includes ensuring that critical risk are identified continuously, monitored and managed effectively in order to protect the company's business. The Board is of the opinion that there are no identifiable risks which may threaten the existence of the Company.

Corporate Social responsibility initiatives

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules framed there under, the Company has a Corporate Social Responsibility Committee of Directors comprising Mrs. Paru M. Jaykrishna - Chairperson, Mr. Gautam Jain and Mr. Kiran J. Mehta has inter alia also formulated a CSR Policy.

The role of the CSR Committee is to review the CSR policy, indicate activities to be undertaken by the Company towards CSR activities and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR initiatives.

The Report on CSR Activities, which forms part of the Directors' Report, is annexed as "Annexure B" to this report.

Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors.

Public Deposits

The Company has not accepted deposit from public during the year and there was no deposit outstanding on March 31, 2015.

Policy on Appointment and Remuneration of Directors and Key Managerial Personel

The Company's policy on appointment and remuneration of Directors, Key Managerial Personnel and other employees and other matters as provided in Section 178 (3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Report.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at : www. aksharchemindia.com

Disclosures on Managerial Remuneration

Details of Managerial remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as per "Annexure C" to this report.

Particulars of Employees

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, is provided as "Annexure D" to this report.

declaration by Independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gokul M. Jaykrishna (holding DIN: 00671652) Joint Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment.

Mr. Munjal M. Jaykrishna, (DIN: 00671693) Joint Managing Director has been appointed as Chief Financial Officer (CFO) of the Company w.e.f. 14th March, 2015.

Mr. Meet Joshi, Associate Member of the Institute of Company Secretaries of India, (Membership No. A28814) has been appointed as Company Secretary and Compliance officer of the Company w.e.f. 23rd February, 2015.

Women director

The Board of Directors of the Company includes a woman director viz. Mrs. Paru M. Jaykrishna. Accordingly, the Company is in compliance with the requirement of section 1 49(1 ) of the Companies Act, 201 3 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

independent directors

All the Independent directors have been appointed for the term of five consecutive years from the date of Annual General Meeting of the Company held on 24th September, 2014 till the date of 30th Annual General Meeting in the year 2019, hence no Independent Director of the Company are liable to retire during the year under review.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 and based on the information provided by the management, your directors state that:

(a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Number of Meetings of the Board

Six (6) meetings of the Board of Directors were held during the year. For further details, please refer Corporate Governance Report attached with this Annual Report.

Audit Committee

The composition of the Audit committee, as per the applicable provisions of the Act and Rules, are as follows:

Mr. Kiran J. Mehta - Chairman

Dr. Pradeep Jha - Member

Mr. Param J. Shah - Member

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted vigil mechanism/whistle blower policy which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism.

internal Financial Controls and their Adequacy

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

statutory Auditors and Auditors' Report

At the Annual General Meeting held on September 25, 2014, M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 111072W) were appointed as statutory auditors of the Company to hold office till the conclusion of the Twenty Eighth Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 111072W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 142 of the Companies Act, 2013.

The notes on financial statement referred to in their Audit Report are self explanatory and do not call for any further explanation.

secretarial Auditors

Mr. Bipin L. Makawana, Practicing Company Secretary (Membership No. A15650), was appointed to conduct the secretarial audit of the Company for the financial year 201415, as required under Section 204 of the Companies Act, 2013 and Rules there under. Secretarial Audit Report for F.Y. 201415 forms part of the Annual Report as "Annexure E" to the Board's report.

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

Cost Auditor

During the year under review, the provision regarding Cost Audit is not applicable to the Company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as "Annexure F" to this report.

Particulars of Loans, Guarantees or Investments Made

Particulars of loans, guarantees or investments Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Particulars of Contracts or Arrangements Entered into with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under the third proviso thereto is disclosed in Form AOC-2, is appended herewith as "Annexure G" to the Board's Report and further explained in details in Notes to the financial statements provided in Annual Report.

Significant or Material Orders passed by The regulators or Courts or Tribunals impacting the going Concern status of the Company and / or the Company's operations in Future.

There were no significant or material Orders have been passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Company's operations in future.

Management Discussions and Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a Management Discussion and Analysis Report is appended as "Annexure H" to this Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. A separate Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) is furnished as "Annexure I" to this Report together with certificate from M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad, confirming compliance with the conditions of Corporate Governance.

Composite scheme of Arrangment

During the year under review Hon'ble High Court of Gujarat had sanctioned the Scheme of Arrangement in the nature of demerger and transfer of CPC Green Division of Asahi Songwon Colors Limited to the Company and consequential restructure of the Share Capital of Asahi Songwon Colors Limited vide certified order dated November 29, 2014 and the scheme became effective from December 2, 201 4 from the date of filing the certified order with ROC, Gujarat. Pursuant to the scheme all the assets and liabilities of CPC Green Division of Asahi Songwon Colors Limited has been transferred to the Company on the appointed date i.e. April 1,2014.

Addition in the Business of The Company

Pursuant to Scheme of Arrangement in the nature of demerger and transfer of CPC Green division from Asahi Songwon Colors Limited along with the Vinyl Sulphone (VS), new product namely CPC Green has been added in the business of the Company.

Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than those which are Reportable to the Central Government

During the year under there were no frauds reported by Auditors under section 143 (12).

Dislosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no case was reported to the Committee constituted under the said Act.

Award to Directors

During the year under review Mrs. Paru M. Jaykrishna, Chairperson and Managing Director of the Company was honoured with the following awards.

* Best Woman Entrepreneur at SME Business Excellence Awards 2014 organized by Dun & Bradstreet in association with Federal Bank Limited and Times Group.

* Runner up in the category of Best Woman Entrepreneur Exporter at ECGC - D&B Indian Exporters' Excellence Awards 2015 organized by Dun & Bradstreet in association with Export Credit Guarantee Corporation of India Ltd (ECGC).

Human Resources and industrial Relations

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building efforts are made to enhance employee skills, motivation as also to foster team spirit. Industrial relations remained harmonious with a focus on productivity, quality and safety throughout the year.

Environment Safety and Health

Your Company continues to exercise persistent and meticulous efforts towards greener earth and environment conservation.

The Company preserves in its efforts to teach safe and environmentally accountable behavior in every employee, as well as its vendors. The Company is committed towards safety, not only of its own men and plant, but also of the society at large.

Solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company continues to demonstrate its commitment to a clean and safe environment. The State of the art effluent treatment plant continues to run satisfactorily, so that the treated waste water discharged is well within the stipulated norms set by GPCB.

Your Company has ISO 14001:2004 and ISO 9001-2008 certification for its unit.

Appreciation and Acknowledgements

Your Directors are grateful and pleased to place on record their thanks to Government of India, Government of Gujarat, Electricity supply companies, and Bankers for their excellent support, guidance and continued cooperation.

The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.

Place : Indrad, Mehsana For and on behalf of Board of Directors Date : August 12, 2015

Registered Office:

166-169, Village Indrad, Kadi - Kalol Road, Mrs. Paru M. Jaykrishna Dist : Mehsana, Gujarat - 382 715 (India) Chairperson and Managing Director CIN: L24110GJ1989PLC012441 DIN:00671721


Mar 31, 2014

Dear Shareholders

The Directors are pleased to present their Twenty Fifth Annual Report together with the Audited Financial Statements of your company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars current Year Previous Year 2013-2014 2012-2013

Revenue from operations 14,487.33 9,583.03

Other Income 12.55 6.89

Total Income 14,499.88 9,589.92

Profit for the year before Finance costs, Depreciation, Extra Ordinary Item 3,284.05 616.60 and Tax Expenses

Less : Finance costs 108.80 159.29

Profit for the year before Depreciation, Extra Ordinary Item and Tax Expenses 3,175.25 457.31

Less : Depreciation 119.67 118.59

Profit for the year before Extra Ordinary Item and Tax Expenses 3,055.58 338.72

Less: Extra Ordinary Item 159.79 -

Profit for the year before Tax Expenses 2,895.79 338.72

Less: current Tax 660.12 0.06

Less: Deferred Tax 231.38 (40.67)

Net Profit for the year 2,004.29 379.33

Add : Balance brought forward from last year 797.16 446.80

Surplus available for Appropriation 2,801.45 826.13 Appropriation

Transfer to General Reserve 225.00 -

Proposed Dividend at Rs. 2.00 per Equity Shares 99.07 24.76

Interim Dividend at Rs. 3.00 per Equity Shares 148.58 -

Tax on Dividend 42.08 4.21

Balance carried over to Balance Sheet 2,286.72 797.16

Total 2,801.45 826.13

DIVIDEND

After considering the company''s profitability, cash flow and overall financial performance, your Board of Directors of the company are pleased to recommend a final dividend of Rs. 2.00 per equity share (20% on the face value of Rs. 10/- each) subject to approval of the members at the forthcoming Annual General Meeting. Which along with the Interim Dividend of Rs. 3.00 per equity share (30% on face value of Rs. 10 each) adds up to total dividend of Rs. 5.00 per equity share (50% on face value of Rs. 10 each).

During the previous financial year, the company has paid a dividend of Rs 0.50 per equity share (5% on face value of Rs. 10 each).

During the year under review, your Directors had declared an first interim dividend of Rs. 2.50 per equity share (25% on face value of Rs. 10 each) at its meeting held on November 12, 2013 and had declared second interim dividend of Rs. 0.50 per equity share (5% on face value of Rs. 10 each) at its meeting held on January 21, 2014 respectively and the same has been paid to the members/beneficial owners as on record date. The members are requested to approve the interim dividend as final dividend for the financial year 2013-14.

The final dividend, if declared as above would involve a total outgo of Rs. 247.64 Lacs towards dividend for the year (including interim dividend already paid) and Rs. 42.08 Lacs towards dividend distribution tax (including dividend distribution tax of interim dividend).

FINANCIAL PERFORMANCE General

The global economic environment during the year 2013-14 continued to be gloomy with slow growth in all emerging markets. The Indian economy also struggled with Industrial growth, high inflation, depreciation of Indian currency, high interest cost. Negative business sentiments prevailed throughout the year. Despite all challenging macro environment, your company registered a record performance over previous year.

Results of Operations

During the year under review, the company has earned a total income of Rs. 14,500 Lacs as compared to Rs. 9,590 Lacs of the previous year.

profit after Tax (PAT) increased from Rs. 379 Lacs to Rs. 2,004 Lacs during the year.

The total sales increased from Rs. 9,020 Lacs to Rs. 13,897 Lacs during the year, showing a growth of 54% compared with the previous year.

Exports

During the year under review, total exports sale increased from Rs. 8,125 Lacs to Rs. 11,678 Lacs compare to the previous year, showing a growth of 44%. Your Directors are confident to explore better overseas market in the years to come.

TRANSFER TO RESERVES

Your company proposes to transfer Rs. 225 Lacs to General Reserve (previous Year Rs. Nil). out of amount available for appropriation and an amount of Rs. 2287 Lacs is proposed to be retained in the Statement of profit and Loss.

SCHEME OF ARRANGEMENT

The Board of Directors of the company at its meeting held on 19th December, 2013 has approved a composite Scheme of Arrangement in the nature of de-merger and transfer of CPC Green Division of Asahi Songwon colors Limited to Aksharchem (India) Limited and consequential restructure of the share capital of Asahi Songwon colors Limited. The scheme is subject to requisite approvals, including sanction of Hon''ble High court. The shareholders of the company present at the court convened Meeting held on July 2, 2014 and public shareholders through voting by postal ballot have approved the said scheme of arrangement with requisite majority. It is now awaiting sanction of the court.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a Management Discussion and Analysis Report is appended to this Report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of corporate governance. A separate corporate governance Report as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) is furnished as a part of this Report together with certificate from M/s. Trushit Chokshi & Associates, chartered Accountants, Ahmedabad, confirming compliance with the conditions of corporate governance.

SECRETARIAL AUDIT REPORT

As required under the provisions of Section of Section 383A of the companies Act, 1956 and the rules made there under, a certificate is appended herewith and the same forms part of this Report.

DIRECTORATE

various provisions in respect of Directors contained in the companies Act, 2013 ("the companies Act") were notified with effect from April 1, 2014 repealing the corresponding provisions in the companies Act, 1956 ("the 1956 Act").

Independent Directors

Mr. Gautam M. Jain and Mr. Jayprakash M. Patel were appointed as additional directors of the company with effect from January 21, 2014, who hold office until the ensuing Annual General Meeting.

Section 149 of the companies Act, 2013 stipulates the criteria of independence for appointment of an independent Director on the company''s Board. An independent Director can hold office for a term up to 5 (five) consecutive years on the Board of the company and he shall not be included in the total number of directors liable to retire by rotation. in the opinion of the Board, Mr. Gautam M. Jain and Mr. Jayprakash M. Patel fulfils the conditions for their appointment as an independent director as specified in the companies Act, 2013 read with rules made there under and the Listing Agreement. The Board recommends their appointment as independent directors of the company for your approval.

As per the provisions of Section 149 of the companies Act, 2013, independent directors shall hold office for a term up to five consecutive years on the board of the company, but shall be eligible for re-appointment for another term up to five years. Further, Section 152 of the companies Act, 2013 provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ("AGM") of the company.

Mr. Kiran J. Mehta and Mr. Param J. Shah retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the companies Act, 1956. Under Section 149 of the companies Act, 2013 and Rules made there under, and as per clause 49 of the Listing Agreement, an independent Director now shall hold office for a term of 5 (five) consecutive years on rotation. in terms of Section 149 and other applicable provisions of the companies Act, 2013 and Rules made there under the Board of Directors have appointed Mr. Kiran J. Mehta and Mr. Param J. Shah as independent Directors of the company for a term of 5 (five) consecutive years up to conclusion of the 30th Annual General Meeting of the company. The Board recommends passing of resolution.

Dr. Pradeep Jha is independent Director of the company, whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the companies Act, 1956. Under Section 149 of the companies Act, 2013 and Rules made there under, and as per clause 49 of the Listing Agreement, an independent Director now shall hold office for a term of 5 (five) consecutive years on rotation. in terms of Section 149 and other applicable provisions of the companies Act, 2013 and Rules made there under the Board of Directors have appointed Dr. Pradeep Jha as independent Director of the company for a term of 5 (five) consecutive years up to conclusion of the 30th Annual General Meeting of the company. The board recommends passing of resolution.

Non-Independent Directors

in terms of the provisions of Section 152 of the companies Act, 2013, two third of the total strength of the Board (excluding independent Directors) shall be liable to retire by rotation. One-third of such directors who are liable to retire by rotation shall retire at every Annual General Meeting. The board of Directors of your company at present consists of three (3) Non-independent Directors. in the light of above referred provisions of the companies Act, 2013, it is desirable that the period of office of Executive Directors is made liable to determination by retirement of directors by rotation. Accordingly, Mrs. Paru M. Jaykrishna, chairperson and Managing Director of the company, Mr. Gokul M. Jaykrishna, Joint Managing Director of the company and Mr. Munjal M.

Jaykrishna, Joint Managing Director of the company retire by rotation. Accordingly, the Board of Directors has revised terms of appointment in line with the above, however, other terms of appointment aforesaid executive directors remain the same and there is no break in their employment. The company seeks your approval for the variation in terms of appointment of the executive directors.

Out of three non - independent directors, two directors shall be liable to retire by rotation and one of them (ie.1/3rd) will retire every year starting from Annual General Meeting 2014. Mrs. Paru M. Jaykrishna, being the longest severing director in this category, shall retire by rotation in the ensuring Annual General Meeting of the company. Mrs. Paru M. Jaykrishna, being eligible, offers herself for reappointment as director and the Board recommends her reappointment in the ensuing Annual General Meeting.

Executive Directors

The Board of Directors at its meetings held on January 21, 2014 revised the remuneration payable to Mrs. Paru M. Jaykrishna, chairperson and Managing Director of the company. Further, in the Board Meeting held on August 12, 2014 has revised the remuneration of Mrs. Paru M. Jaykrishna. The Board recommends passing of resolution.

The Board of Directors at its meetings held on January 21, 2014 revised the remuneration payable to Mr. Gokul M. Jaykrishna, Joint Managing Director of the company. Further, the Board of Directors of the company has revised the terms of appointment of Mr. Gokul M. Jaykrishna. The Board recommends passing of resolution.

The Board of Directors at its meeting held on January 21, 2014 revised the remuneration payable to Mr. Munjal M. Jaykrishna, Joint Managing Director of the company. Further, the Board of Directors at its meeting held on March 24, 214 has reappointed Mr. Munjal M. Jaykrishna as Joint Managing Director of the company for a further period of 5 years, subject to approval of shareholders at the ensuing Annual General Meeting. The company is seeking your approval for his reappointment.

Attention of the Members is invited to the relevant items in the notice of the Annual General Meeting for seeking your approval for approval for aforesaid appointments. The information required under clause 49 of the Listing Agreement is given in the Notice and the Explanatory Statement annexed thereto of the 25th Annual General Meeting as per Section 102 of the companies Act, 2013.

Women Director

The composition of the Board of Directors of the company includes a women director viz. Mrs. Paru M. Jaykrishna. Accordingly, the company is in compliance with the requirement of Section 149(1) of the companies Act, 2013 read with Rule 3 of the companies (Appointment and Qualification of Directors) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirement under Section 217(2AA) of the companies Act, 1956, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations in case of material departures;

(ii) the Directors had 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 Statement of profit and loss of the company for the year under review;

(iii) the directors had 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

(iv) the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

The observations of the Auditors made in the Auditors Report are self explanatory. The Statutory Auditors of the company M/s. Trushit Chokshi & Associates, chartered Accountants, Ahmedabad (Firm Registration No.1 1 1072W) hold office until the conclusion of the ensuing Annual General Meeting. Your company has received intimation to the effect ,that the proposed reappointment, if made, would be within the prescribed limit under Section 141 of the companies Act, 2013 and Rules made there under. Further, the appointment will have to be in terms of provisions of Section 141 of the companies Act, 2013.

The said Auditors have confirmed their willingness to accept office, if, reappointed. The Board on the recommendation of the Audit committee have proposed the reappointment of M/s. Trushit Chokshi & Associates, chartered Accountants, Ahmedabad (Firm Registration No.1 1 1072W), Statutory Auditors of the company to hold office from the conclusion of this Annual general Meeting till the conclusion of the 28th Annual General Meeting - three years (subject to ratification of the appointment by the members at every Annual general Meeting held after this Annual general Meeting) at such remuneration to be decided by the Board of Directors in consultation with the said Auditors.

The notes on financial statement referred to in their Audit Report are self explanatory and do not call for any further explanation.

FIXED DEPOSITS

The company has not accepted deposit from public during the year and there was no deposit outstanding on March 31, 2014.

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

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to provisions of Section 217 (1) (e) of the companies Act, 1956, read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure - "A" to this Report.

STATMENT OF EMPOLYEES'' PARTICULARS

The particulars of employees as required under Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended is attached herewith as per Annexure - "B" forming part of this Report.

COST AUDITORS

The Board of Directors of the company on the recommendation of the Audit committee have reappointed Ms. Stuti R. Shah, cost Accountants as the cost Auditors to audit the cost records maintained by your company for the financial year 2014-15 on remuneration Rs. 20,000/- (Rupees Twenty Thousand only) plus service tax and out of pocket expenses at actuals. As per Rule 14 of the companies (Audit and Auditors) Rules, 2014, the appointment and remuneration payable to the cost Auditors is to be ratified by the shareholders and the same is given in the notice and explanatory statement annexed thereto of the 24th Annual General Meeting as per Section 102 of the companies Act, 2013. The cost Report for the year 2012-13 was filed in due time.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

overall, industrial relations of the company during the year were cordial. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the company.

FINANCE AND INSURANCE

The company has been financed by State Bank of India for working capital.

All insurable interests of the company, including plant and machinery, building, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.

CREDIT RATING

The CARE has revised care rating of the company from "care BBB-" (Triple B Minus) to "CARE BBB " (Triple B plus) assigned to the long term bank loans/facilities. The CARE also revised from "CARE A3" (A Three) to "CARE A2" (A Two) rating assigned to the short term bank loans/facilities.

LISTING

The Equity Shares of the company continue to be listed on BSE Limited and Ahmedabad Stock Exchange Limited and Listing Fees for the year 2014-15 has been paid to them.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As provided in Section 205c(2) of the companies Act, 1956, dividend amount which was due and payable and remained unclaimed and unpaid for a period of seven years has to be transferred to Investor Education & protection Fund.

The company has transferred an amount of Rs. 136,584/- remaining unclaimed was transferred to Investor Education and protection Fund (IEPF) during the year.

ENVIRONMENT SAFETY AND HEALTH

Your company continues to exercise persistent and meticulous efforts towards greener earth and environment conservation. The company preserves in its efforts to teach safe and environmentally accountable behavior in every employee, as well as its vendors. The company is committed towards safety, not only of its own men and plant, but also of the society at large.

Solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat pollution control Board (GPCB) approved site.

The company continues to demonstrate its commitment to a clean and safe environment. The State of the art effluent treatment plant continues to run satisfactorily, so that the treated wastewater discharged is well within the stipulated norms set by GPCB.

Your company has ISO 14001:2004 and ISO 9001-2008 certification for its unit.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors are grateful and pleased to place on record their thanks to Government of India, Government of Gujarat, Electricity supply companies, and bankers for their excellent support, guidance and continued cooperation.

The company is thankful to the shareholders for reposing trust in the company and their unflinching enthusiasm and patronage.

By the Order of the Board of Directors

Mrs. Paru M. Jaykrishna chairperson and place : Ahmedabad Managing Director Date : August 12, 2014 DIN No. 00671721

Registered Office : 166-169, village indrad Kadi - Kalol Road, Dist : Mehsana Gujarat - 382 715 (India) CIN : L24110GJ1989PLC012441


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their Twenty Fourth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2013.

Financial Results (Rs. in Lacs)

Particulars Current Year Previous Year

2012-2013 2011-2012

Revenue from operations 9,583.03 5,189.40

Other Income 6.89 7.47

Total Income 9,589.92 5,196.87

Profit/(Loss) for the year before Finance Costs and Depreciation 616.60 (173.05)

Less : Finance Costs 159.29 157.51

Profit/(Loss) for the year before Depreciation 457.31 (330.56)

Less : Depreciation 118.59 91.90

Profit/(Loss) for the year before Tax Expenses 338.72 (422.46)

Less: Current Tax 0.06 0.19

Less: Deferred Tax (40.67) (33.97)

Net Profit/(Loss) for the year 379.33 (388.68)

Add : Balance brought forward from last year 446.80 835.48

Surplus available for Appropriation 826.13 446.80

Appropriation

Proposed Dividend at Rs. 0.50 per Equity Shares 24.76 -

Tax on Proposed Dividend 4.21 -

Balance Carried over to Balance Sheet 797.16 446.80

Total 826.13 446.80



Dividend

After considering the Company''s performance and financial position for the year under review, your Board of Directors of the Company are pleased to recommend a final dividend of 5% (Rs. 0.50 per equity shares on the face value of Rs. 10/- each) subject to approval of the members at the forthcoming Annual General Meeting.

The final dividend, if declared as above would involve a total outgo of Rs. 24.76 Lacs towards dividend and Rs. 4.21 Lacs towards dividend distribution tax.

Financial Performance

General

The global economy experienced a slowdown especially noticed in developed economies, which had its impact on India as well. The Indian economy had to contend with high inflation, high energy prices and weakening of the Indian Rupee. High interest rates and rising prices of raw material further slowed the growth of the economy which affected all sectors including the Dyes and dyes Intermediates. However, the Company was able to sustain its business performance and register a growth in sales and profitability.

Results of Operations

During the year under review, the Company has earned a total income of Rs. 9,589.92 Lacs as compared to Rs. 5,196.87 Lacs of the previous year. Profit after Tax (PAT) stood at Rs. 379.33 Lacs against a loss of Rs. 388.68 Lacs during the previous year.

The total sales increased from Rs. 5,189.40 Lacs to Rs. 9,583.03 Lacs during the year, showing a growth of 85% compared with the previous year.

Exports

During the year, the Company has total exports valued at Rs. 8,124.93 Lacs compared to Rs. 4,422.75 Lacs during the previous year, showing a growth of 84%. Your Company is constantly exploring new markets to enhance the exports of its product despite stiff competition in the global market.

Management Discussions and Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a Management Discussion and Analysis Report is appended to this Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. A separate Corporate Governance

Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) is furnished as a part of this Report together with certificate from M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad, confirming compliance with the conditions of Corporate Governance.

Secretarial Audit Report

As required under the provisions of Section 383A of the Companies Act, 1956 and the rules made there under, a certificate is appended herewith and the same forms part of this Report.

Directorate

In accordance with provision of the Companies Act, 1956 and the Articles of Association of the Company Mr. Param J. Shah and Dr. Pradeep Jha retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

A brief resume of the aforesaid directors and other information has been detailed in the Notice of the ensuing Annual Genera Meeting. Your directors recommend their reappointment as directors of the Company.

Mr. Gurcharan Singh has resigned from the directorship of the Company w.e.f 30th January, 2013. The Board places on record the contribution made and the valuable service rendered by him during his association with the Company.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that: .

(i) in the preparation of the annual accounts for the year ended^B 31st March, 2013, the applicable accounting standards have been followed along with proper explanations in case of material departures; ^M

(ii) the Directors had 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 sate of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the directors had 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

(iv) the directors had prepared the annual accounts on a going concern basis.

Auditors and Auditors'' Report

M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company are due for retirement at the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your directors recommend their reappointment for the ensuing year.

The observations of the Auditors made in the Auditors Report are self explanatory.

Fixed Deposits

The Company has not accepted deposit from public during the year and there was no deposit outstanding on 31st March, 2013.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required pursuant to provisions of Section 217

(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure to this Report.

Statement of Employees'' Particulars

During the year under review, there were no employees of the Company who were in receipt of remuneration in excess of the limit laid down under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Cost Auditors

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts.

Ms. Stuti R. Shah, Cost Accountant, Ahmedabad was appointed as Cost Auditors for the financial year 2012-13.

Human Resources and Industrial Relations

The industrial relations of the Company with all its employees and workers remained cordial and harmonious through out the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

Finance and Insurance

The Company has been financed by State Bank of India for working capital.

All insurable interests of the Company, including plant and machinery, building, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.

Credit Rating

The CARE has assigned "CARE BBB-" (Triple B Minus) rating to the long term bank loans/facilities and "CARE A3" (A Three) rating for to the short term bank loans/facilities.

Listing

The Equity Shares of the Company continue to be listed on BSE Limited and Ahmedabad Stock Exchange Limited and Listing Fees for the year 2013-14 has been paid to them.

Transfer to Investor Education and Protection Fund

As provided in Section 205C(2) of the Companies Act, 1956, dividend amount which was due and payable and remained unclaimed and unpaid for a period of seven years has to be transferred to Investor Education & Protection Fund.

The Company has transferred an amount of Rs. 2,14,181/- remaining unclaimed to Investor Education and Protection Fund (IEPF) during the year.

Safety, Health and Environment

Your Company continues to exercise persistent and meticulous efforts towards greener earth and environment conservation. The Company preserves in its efforts to teach safe and environmentally accountable behavior in every employee, as well as its vendors. The Company is committed towards safety, not only of its own men and plant, but also of the society at large.

Solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company continues to demonstrate its commitment to a clean and safe environment. The State of the art effluent treatment plant continues to run satisfactorily, so that the treated wastewater discharged is well within the stipulated norms set by GPCB.

Your Company has ISO 14001:2004 and ISO 9001-2008 certification for its unit.

Appreciation and Acknowledgements

Your Directors are grateful and pleased to place on record their thanks to Government of India, Government of Gujarat, Electricity supply companies, and Bankers for their excellent support, guidance and continued cooperation.

The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.

For and on behalf of the Board

Date: 19/06/2013 Mrs. Paru M. Jaykrishna



Place: Ahmedabad Chairperson and Managing Director

Registered Office :

166-169, Village Indrad

Kadi - Kalol Road, Dist : Mehsana

Gujarat - 382 727 (India)


Mar 31, 2012

The Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

( Rs. in Lacs) Particulars Current Year Previous Year 2011-2012 2010-2011

Net Sales/Income from Operations 5,196.87 8,455.65

Other Income - 586.88

Total Income 5,196.87 9,042.53

Profit/(Loss) for the year before Finance Costs and Depreciation (173.05) 862.54

Less : Finance Costs 157.51 153.65

Profit/(Loss) for the year before Depreciation (330.56) 708.89

Less : Depreciation 91.90 87.67

Profit/(Loss) for the year before Tax Expenses (422.46) 621.22

Less: Current Tax 0.19 0.26

Less: Deferred Tax (33.97) (16.33)

Profit/(Loss) for the year (388.68) 637.29

Add : Balance brought forward from last year 835.49 198.20

Balance Carried over to Balance Sheet 446.80 835.49

FINANCIAL PERFORMANCE Results of Operations

The year 2011-12 was a testing period for the Company. The operations were severely impacted by the global recession and economic slow down. Sudden Crash in demand, unexpected volatility in the raw material prices and foreign exchange affected our bottom line.

During the year under review, the Company has earned a total income of Rs. 5,196.87 Lacs as compared to Rs. 9,042.53 Lacs of the previous year.

The total sales of the Company was Rs. 5,189.40 Lacs compared to Rs. 8,455.65 Lacs during the previous year. Exports

The Export sale of the Company was Rs. 4,422.75 Lacs compared to Rs. 7,345.70 Lacs during the previous year. Your Directors are confident to explore better overseas market in the year to come.

DIVIDEND

To conserve the resources, your Directors do not recommend any dividend for the current financial year.

CHANGES IN CAPITAL STRUCTURE

Issue of Equity Shares On Preferential Basis

The Company has allotted 1,550,000 Equity Shares of Rs. 10/- each at a premium of Rs. 8.50 per share to Promoters on preferential basis on 25th May, 2011 after getting consent from the Shareholders at the Extra Ordinary General Meeting held on 10th May, 2011.

Utilisation of Issue Proceeds

The Company has fully utilised Rs. 2.87 Crores raised through preferential issue to meet the long term working capital and normal capital expenditures.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors' Report.

DIRECTORATE

In accordance with provision of the Companies Act, 1956 and the Articles of Association of the Company Mr. Kiran J. Mehta and Mr. Gurcharan Singh retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

A brief resume, expertise and details of other directorships of these directors are attached along with the Notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanations in case of material departures;

(ii) the Directors had 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 sate 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 had 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) the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS' REPORT

M/s. Trushit Chokshi & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1) (B) of the Companies Act, 1956. You are requested to consider their reappointment.

The observations of the Auditors made in the Auditors Report are self explanatory.

FIXED DEPOSITS

The Company has neither accepted nor renewed any fixed deposits from the public during the year and as on 31st March, 2012 there was no outstanding deposits.

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

The information required pursuant to provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure - 1 to this Directors' Report.

STATEMENT OF EMPLOYEES' PARTICULARS

During the year under review, there were no employees of the Company who were in receipt of remuneration in excess of the limit laid down under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with requirements of Clause 49 of the listing agreement with the Stock Exchange(s) followed by the Company is annexed as per Annexure - III alongwith an Auditors Certificate on Corporate Governance and a declaration by the Chairperson and Managing Director with regard to Code of Conduct.

COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts.

Mr. Manish B. Analkat, Cost Accountant, Ahmedabad was appointed as Cost Auditors for the financial year 2011-12. SECRETARIAL AUDIT REPORT

As required under the provisions of Section 383A of the Companies Act, 1956 and the rules made thereunder, a certificate is attached herewith as per Annexure -IV and the same forms part of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The industrial relations of the Company with all its employees and workers remained cordial and harmonious through out the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

FINANCE AND INSURANCE

The Company have been financed by State Bank of India for both working capital and term loans.

The CARE has assigned "CARE BBB-" (Triple B Minus) rating to the long term bank loans/facilities and "CARE A3" (A Three) rating for to the short term bank loans/facilities.

All the assets and insurable interests of the Company, including plant and machinery, building, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.

SAFETY, HEALTH AND ENVIRONMENT

Your Company continues to exercise persistent and meticulous efforts towards greener earth and environment conservation. The Company preserves in its efforts to teach safe and environmentally accountable behavior in every employee, as well as its vendors. The Company is committed towards safety, not only of its own men and plant, but also of the society at large.

Safety records showed further improvements and Zero accident target is achieved. This was made possible by strict adherence to laid down procedures and following of international guidelines.

Solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company continues to demonstrate its commitment to a clean and safe environment. The State of the art effluent treatment plant continues to run satisfactorily, so that the treated wastewater discharged is well within the stipulated norms set by GPCB.

Your Company has ISO 14001:2004 and ISO 9001-2008 certification for its unit.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors are grateful and pleased to place on record their thanks to Government of India, Government of Gujarat, Electricity supply companies, and Bankers for their excellent support, guidance and continued cooperation.

The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.

For and on behalf of the Board

Date : 14/08/2012 Mrs. Paru M. Jaykrishna Place : Indrad, Mehsana Chairperson and Managing Director Registered Office : 166-169, Village Indrad Kadi - Kalol Road, Dist : Mehsana Gujarat - 382 727 (India)


Mar 31, 2010

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Current Year Previous Year

2009-2010 2008-2009

Sales and Income from Operations 8,157.62 5,369.45

Other Income 62.74 15.89

Income / (Decrease) in stock 56.83 (76.97)

Total Income 8,277.19 5,308.37

Profit/(Loss) beftxe Interest & Depreciation 440.47 (344.49)

Less: Interest 189.65 109.80

Profit/(Loss) before Depreciation 250.82 (454.29)

Less: Depreciation 86.01 76.23

Profit/(Loss) for the year before Taxation 164.81 (530.52)

Less: Provision for Current Tax 1.12 9.21

Less: Provision for Deferred Tax 11.67 (30.11)

Profit/(Loss) for the year 152.02 (509.62)

Less: Prior Period Adjustments (Net) 0.70 0.73

Net Profit/(Loss) for the year 151.32 (510.35)

Add: Balance of Profit of earlier year 46.89 557.24

Balance Carried over to Balance Sheet 198.20 46.89

Earning per Share (EPS) in Rs. (Basic & Dilute per share of face value of Rs. 10/- each) 4.45 (15.00)





FINANCIAL PERFORMANCE

The year 2009-2010 was a testing period, were earlier part witnessed crash in demand due to economic melt down with volatility raw material prices and fluctuating foreign exchange rates. However, the situation improved and the demand picked up for your product, which enabled your company to give commanding performance. These results- have been mainly achieved due to constant focus on cost cutting, better working capital management and improvement in quality of the product,

Results of Operations

During the year under review, the Company has earned a total income of Rs. 8,277.19 Lacs as compared to Rs. 5,308.37 Lacs of the previous year.

The net sales of the Company increased from Rs. 5,410.99 Lacs to Rs. 7,590.66 Lacs during the year, showing a growth of 40.28% as compared to the previous year.

Exports

There has been a considerable growth of 41.39% in the Export turnover of the Company, which is reported to be Rs. 7,020.17 Lacs as against Rs. 4,965.23 Lacs during the previous year.

DIVIDEND

To conserve the resources, your Directors do not recommend any dividend to the current financial year.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report as required under the Clause 49 of the Listing Agreement is annexed to and forming part of the Directors Report.

DIRECTORATE

In accordance with provision of the Companies Act, 1956 read with Articles of Association of the Company, Prof Pradeep Jha and Mr. Kiran J. Mehta retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

Mr. Prafulchandra V. Patel has resigned from the Directorship of the Company w.e.f. 13th August, 2010. The Board places on record the contribution made and the valuable services rendered by him during his association with the Company.

Mr. Param J. Shah was appointed as Additional Director of the Company w.e.f. 13th August, 2010. He shall hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member along with a deposit of Rs. 500/- pursuant to the provisions of Section 257- of the Companies Act, 1956, proposing his candidature for the office of Director liable to retire by rotation. The Board recommends his appointment as Director.

The Board of Directors at its meeting held on 13th August, 2010 has changed the designation of Mr. Gokul M. Jaykrishna from Executive Director to Joint Managing Director of the Company. Further, the Board of Directors, on recommendation of the Remuneration Committee in the meeting held on 30th December, 2009 has revised the terms and conditions of remuneration payable to Mr. Gokul M. Jaykrishna and Mr. Munjal M. Jaykrishna, Joint Managing Directors of the Company subject to approval at the ensuing Annual General Meeting. The company is seeking your approval for revision in terms and conditions of remuneration.

In accordance with the stipulation under clause 49 of the Listing Agreement, brief resume of the Directors seeking appointment/re-appointment at the ensuing Annual General Meeting together with the nature of their expertise in specific functional areas and name of the companies in which they hold office as Director and/or Chairman / Member of Committees of the Board is annexed to the notice.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect of Directors Responsibility Statement, the Directors hereby confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanations in case of material departures;

(ii) that the directors had 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) that the directors had 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) that the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

FIXED DEPOSITS

The Company has neither accepted nor renewed any fixed deposits from the public during the year and as on 31st March, 2010 there was no outstanding deposits.

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

The information required pursuant to provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure - 1 to this Directors Report.

STATEMENT OF EMPLOYEES PARTICULARS

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, none of the employee of the Company was in receipt of a remuneration aggregating to Rs. 24,00,000/- or more per annum or Rs. 2,00,000/- per month in case employed through out the financial year or part thereof during the financial year.

SECRETARIAL AUDIT REPORT

As required under the provisions of Section 383A of the Companies Act, 1956 and the rules made there under, a certificate is attached herewith and the same forms part of this Report.

AUDITORS AND AUDITORS REPORT

M/s. Trushit Chokshi & Associates, Chartered Accountants, Ahmedabad, the Statutory Auditors of your Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from the statutory auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 224(1) (B) of the Companies Act, 1956. You are requested to consider their reappointment.

The observations made in the Auditors Report are self explanatory.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with requirements of Clause 49 of the listing agreement with the Stock Exchange(s) followed by the Company is annexed as per Annexure - III.

As required by the Listing Agreement, an Auditors Certificate on Corporate Governance and a Declaration by the Chairperson and Managing Director with regard to Code of Conduct are attached to the said report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The industrial relations of the Company with all its employees and workers remained cordial and harmonious. through out the year. Your directors wish to place on record their sincere appreciation for the valuable contribution made by all the employees and workers of the Company.

COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts.

Mr. Manish B. Analkat is appointed as Cost Auditors of the Company.

FINANCE AND INSURANCE

The Company has been financed by State Bank of India with both working capital and term loans.

The CARE has assigned "BBB-" rating to the long term bank loans/facilities and "PR 3"rating for to the short term bank loans/facilities as per Basel - II norms.

All the assets and insurable interests of the Company, including plant and machinery, building, stocks, vehicles, stores and spares have been adequately insured against various risks and perils.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, a certificate on the financial statements and cash flow statement of the Company for the year ended March 31, 2010 duly signed by Chairperson and Managing Director and Joint Managing Director of the Company was submitted to the Board of Directors at the meeting held on May 25, 2010.

SAFETY, HEALTH AND ENVIRONMENT

Your Company continues to exercise persistent and meticulous efforts towards greener earth and environment conservation. The Company preserves in its efforts to teach safe and environmentally accountable behavior in every employee, as well as its vendors. The Company is committed towards safety, not only of its own men and plant, but also of the society at large.

Safety records showed further improvements and Zero accident target is achieved. This was made possible by strict adherence to laid down procedures and following of international guidelines.

Solid waste generated at the Works, after treatment of its liquid effluent is shifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company continues to demonstrate its commitment to a clean and safe environment. The State of the art effluent treatment plant continues to run satisfactorily, so that the treated wastewater discharged is well within the stipulated norms set by GPCB.

Your Company has ISO 9001-2000 certification for its unit.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors are grateful and pleased to place on record their thanks to Government of India, Government of Gujarat, Electricity supply companies, and Bankers for their excellent support, guidance and continued cooperation.

The Company is thankful to the shareholders for reposing trust in the Company and their unflinching enthusiasm and patronage.

For and on behalf of the Board

Mrs. Paru M. Jaykrishna Gokul M. Jaykrishna Munjal M. Jaykrishna

Date : 28/08/2010 Chairperson & Joint Joint Place : Indrad, Mehsana Managing Director Managing Director Managing Director Registered Office : 166-169, Village Indrad Kadi - Kalol Road, Dist: Mehsana

 
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