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Directors Report of Circuit Systems (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2015.

* Financial Results:

(Rs. In Lacs)

Particulars 2014-15 2013-14

Income from Operation (Net of Excise) 2424.95 2447.49

Other Income 45.65 36.29

Profit before Finance Cost, Depreciation and Tax 317.26 251.38

Less: Interest and Financial Charges (105.90) (92.49)

Less : Depreciation (103.40) (155.67)

Profit from operations 107.96 55.06

Exceptional Items (677.24) (14.44)

Profit for the year before tax (569.28) 40.62

Add/(Less) : Provision for taxation 7.55 (8.56)

Profit for the year after Tax (561.73) 32.05

* DIVIDEND :

The dividend payout for the year under the review has been formulated in accordance with the company's policy to pay substantial dividend linked to long term performance, keeping in view the company's need for capital for its growth plans and the intent to finance through internal accruals to maximum. Your directors have always wished to appreciate the trust and faith of its members by improving the performance of the Company.

Even though, the company has moderate operating profit in the current year, your directors consider need of funds in future for capital expansion. Therefore, your directors do not recommend any dividend during the year under consideration.

* BUSINESS SCENARIO:

The Company is in High Mix low volume business. This policy has started showing benefits in terms of improved margins and profitability in spite of fall in turnover. The Company considers continuing the same policy in future and your directors expects that the same will result into improved profitability in future. During the year, the company has earned operating profit of Rs. 1.07 crore before exceptional items. However, Company also registered an overall loss due to exceptional items taken into consideration in book of accounts.

* DEPRECIATION ON FIXED ASSETS

Attention of members is drawn to Note of financial statements regarding calculations of depreciation for current financial year. The Companies Act, 2013 has changed method of computation of depreciation from calculations based on rates of depreciation to calculations based on the useful life of the company. Therefore, the company was required to ascertain useful life of all assets as on 1 April 2014 and depreciate the written down value on remaining useful life of the assets. Further, those assets whose useful life has become Nil as on 1 April 2014 is required to be discarded and remaining WDV of such assets is required to be adjusted towards reserves of the company. The company has carried out required changes and identified useful life and WDV of all assets as per provisions of Companies Act, 2013 and recalculated depreciation on all assets accordingly. Further, the company has debited amount of Rs. 8, 67, 28,201/- against reserves and surplus as write off towards fixed assets whose useful life has become zero on 1 April 2014. This is one time write off and not expected to recur in future. Your directors believe that this will enable the company to present more correct view of financial position of the company. Members are requested to refer Note 11 of financial statements.

* WRITE OFFS DURING FINANCIAL YEAR

The company has conducted detailed verification of its inventory and receivables during this financial year to find out stock which has become obsolete or receivables which has become irrecoverable. The company had accumulated significant quantity of stocks and spares which had book value but could not be used by the company for manufacturing and maintenance purpose because of its odd size, shape or other factors. Hence, economic value of such stocks has practically become zero for the company. During the year, company carried out exercise to find such obsolete inventories and scarp them, in order to reflect more realistic position of the inventory. Accordingly, the company has reduced value of Rs. 2, 96, 27,916/-in its closing inventory as on 31 March 2015. Your directors believe that this will reflect more realistic position of financial position of the company. This is one time reduction and not expected to recur in near term and mid term future.

Further, the company had accumulated balance in receivables which was long overdue but had not received since long. The payments were pending due to various reasons such as quality disputes, compliance disputes, and rate disputes, receivables being unresponsive and other reasons. The company had made detail assessment of recoverability of each receivable and decided to write off those balances which cannot be recovered even after considerable efforts since last few years. During year, the company has written off Rs. 2, 30, 05,998/ - for various irrecoverable balances. Your directors believe that this will help the company to show correct position of trade receivable and company's financial position. The company has made significant improvements to its credit policy to customers and such bad debts have reduced drastically since last few years and it will further improve in near and mid term future.

* SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

The Company has only one subsidiary i.e PCB Power (India) Limited. The subsidiary company has not started full fledge commercial operations yet. Your directors expect to start commercial operations from current financial year.

In accordance with Section 136(1) of Companies Act, 2013, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary company are not being attached with the Annual Report of the Company but are uploaded on website of the company. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m. The Statement showing salient features of subsidiaries as required u/s 123 (3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is attached in Form No AOC-1 with this report.

As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report.

* PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Companies Act, 2013.

* INSURANCE:

All the existing properties including Plant and Machineries, Building and stocks are adequately insured.

* DIRECTORATE:

Pursuant to the provisions of Companies Act, 2013 Mr. Jayesh Shah, Director of the Company, retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment. The Board recommends their reappointment as Directors of the Company.

The Board has appointed Ms. Madhu Kejriwal as independent director of the company on 26 July 2014. Her appointment is subject to confirmation by the members at annual general meeting. The board recommends her appointment.

* FORMAL EVALUATION STATEMENT

The evaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the following parameters:

a. Directors bring an independent judgment on the Board's discussions utilizing his knowledge and experience especially on issues related to strategy, operational performance and risk management.

b. Directors demonstrate awareness and concerns about norms relating to Corporate Governance, disclosure and legal compliances.

c. Directors contribute new ideas/insights on business issues raised by Management.

d. Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider.

e. The Board / Committee meetings are conducted in a manner which facilitates open discussions and robust debate on all key items of the agenda.

f. The Board receives adequate and timely information to enable discussions/ decision making during Board meetings.

g. The Board addresses interests of all stakeholders of the Company.

h. The Committee is delivering on the defined objectives.

i. The Committee has the right composition to deliver its objectives.

The performance evaluation of Chairman, Directors, Board and Committees was undertaken by the Nomination and Remuneration Committee for the year under review and the results were reported to the Board of Directors.

* AUDITORS:

The Shareholders of the company has accorded their consent in their 19th Annual General meeting for appointment of M/s Baheti Bhadada & Associates, Chartered Accountants as Statutory Auditor of the company for period of 5 years commencing from conclusion of 19th Annual General Meeting till conclusion of 24th Annual General meeting.

Members are requested to appoint M/s Baheti Bhadada and Associates, Chartered Accountants as statutory auditor of the company from current annual general meeting till end of next annual general meeting. The board has received letter from them to the effect that their appointment if made will be within limits specified u/s 141(1)(g) of Companies Act, 2013.

* AUDITORS' REPORT:

The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments by the board of directors.

* SECRETARIAL AUDIT REPORT

In pursuant to Section 204 of the Companies Act, 2013, the Board herewith attaches secretarial audit report issued by practicing company secretary. There are no remarks or comments in said report which requires clarifications by the board.

* ABSTRACTS OF ANNUAL RETURN

In pursuant to requirement of 93 (3) of Companies Act, 2013, the abstracts of annual return is herewith attached in Annexure of the report in prescribed Form No MGT-9.

* DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 134(3)(c) of Companies Act 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed.

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

* CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: * Energy Conservation Measures:

Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy.

* Foreign Exchange Earnings and Outgo:

1. Foreign Exchange Earned During the year :

Amount in Indian Rupees

Particulars 2014-15 2013-14

Exports 10,045,036 11,686,999

2. Foreign Exchange Outgo :

Repairs and Maintenance - Machinery 9,45,199 5,12,101

Interest on Buyer's Credit - 1,03,221

Travelling Expense 6,16,940 7,64,149

Sales Commission - Export - 23928

Foreign Bank charges 23,142 62,097

Imports (CIF) 94,573,582 87,962,803

* RISK MANAGEMENT POLICY

The Risk management policy of the company has been discussed in detail in the Management Discussion & Analysis Report which forms part of this directors' report, attached with annual report. The attention of members is drawn to this fact.

* PARTICULARS OF EMPLOYEE:

During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 60, 00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5, 00,000/- p.m, as prescribed.

* MANAGERIAL REMUNERATION

The details under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows.

Ratio of Remuneration of Each Director to median remuneration of employees of the company

1. Mr. Paresh Vasani - 21.09 times

2. Mr. Chetan Panchal - Nil

3. Mr. Jayesh Shah - Nil

4. Ms. Madhu Kejriwal - Nil

Percentage increase in remuneration of each director, CFO, & CS 18.77% for CS. For others Nil

Number of Permanent employees on Roll of Company 65

Explanation on the relationship between average increase in remuneration and company performance.

There is no increase in remuneration of key managerial persons during this financial year. Hence, the same clause is not applicable.

Market Capitalization of Company

As on 31 March 2015 - Rs. 20,11,00,732/- As on 31 March 2014 - Rs. 11,78,86,636/-

Price Earnings Ratio

As on 31 March 2015 - (3.58) As on 31 March 2014 - 42.50

Percentage Increase (Decrease) in Market Price of shares with at rate at which company came up with last public offer. 58.57% Decrease

Average Percentage Increase in salaries of employees other than managerial personnel & Managerial Personnel

15.64% Increase in other than managerial No Increase in managerial personnel

Comparison of Managerial Remuneration against performance of the company

There has been no change in managerial remuneration during current year. While performance of company has improved in terms of improved profitability. However, net result is loss after adjustments of exceptional items.

Key Parameter for variable component of remuneration availed by the director

There is no variable component in remuneration of any director

the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable

There is no employee who receives remuneration in excess of highest paid director.

The Board hereby confirms that remuneration paid to all managerial personnel is in accordance with the remuneration policy of the company.

* LOANS, ADVANCES AND GUARANTEES

The detail of loans and advances by the company is given in note 12, 13 & 18 of financial statement. There is no guarantee given by the company.

* PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no contracts or arrangements entered by the company with related parties at price other than arm's length price. Hence, provisions of Section 188 of Companies Act, 2013 is not applicable. Details of related party transactions are given in Note no 28 of financial statements.

* CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Corporate Governance Report forms part of Director' report.

The Details of board of directors, their composition and details of board meetings held during this year are given under Corporate Governance statement. Attention of members is drawn to this fact.

The Board has formed nomination and remuneration committee as required under section 178(1) of Companies Act, 2013. The composition of the same is given in Corporate Governance statement. Further, disclosures for Nomination and Remuneration Policy is given in annexure to this report, as required under 178 (3) of Companies Act, 2013.

The Board has constituted Audit Committee as required under section 177(1) of Companies Act, 2013. The Composition of the same has been disclosed in Corporate Governance report forming part of directors' report. During the year, the Board has agreed to all recommendations of the audit committee.

The vigil mechanism for directors and employees have been set up and communicated to all employees. The extracts of whistle blower policy are given in Corporate Governance Statement.

A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure, which is attached hereto and forms part of Directors' Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the Board confirms that no complaint / case has been filed / pending with the Company during the year

* ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control systems are commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

* CORPORATE SOCIAL RESPONSIBILITY

The Company is not mandated to contribute for corporate social responsibility. However, the company will voluntarily contribute for social purpose if need arises.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers, which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD,

Paresh Vasani Jayesh Shah Date : 8 August 2015 Managing Director Director Place: Ahmedabad DIN NO: 01376786 DIN NO: 02559296


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2014.

* Financial Results: (Rs. In Lacs)

Particulars 2013-14 2012-13

Income from Operation (Net of Excise) 2477.49 2611.02

Other Income 35.24 26.33

Profit before Interest, Depreciation and Tax 288.79 241.16

Less: Interest and Financial Charges (92.49) (144.01)

Less : Depreciation (155.67) (144.95)

Profit from operations 40.62 (46.66)

Exceptional Items 0.00 (406.50)

Profit for the year before tax 40.62 (453.16)

Add/(Less) : Provision for taxation (9.55) 1.01

Profit for the year after Tax 31.07 (452.15)

* DIVIDEND :

The dividend payout for the year under the review has been formulated in accordance with the company''s policy to pay substantial dividend linked to long term performance, keeping in view the company''s need for capital for its growth plans and the intent to finance through internal accruals to maximum. Your directors have always wished to appreciate the trust and faith of its members by improving the performance of the Company.

Even though, the company has moderate profit in the current year, your directors consider need of funds in future for capital expansion. Therefore, your directors do not recommend any dividend during the year under consideration.

* BUSINESS SCENARIO:

In recent years, the company has adopted a strategy to focus on small and medium volume segment. Due to this, there is marginal 5% fall of sales during current financial year. Your directors believe that with the help of ongoing operational improvement and cost reduction, company will consolidate its position in near future.

* BUY BACK

During the year, the company has bought back 18,30,984 equity shares at Rs. 8 per share having face value of Rs. 10 each. Buy back was authorized by Board of Directors in its meeting dated 23 October 2013 and completed on 31 December 2013. The Company has transferred Rs. 1,83,09,840 as Capital Redemption Reserve and Rs. 36,61,968 to capital reserve during current financial year.

SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary company are being attached with the Annual Report of the Company. The financial information of the subsidiary companies is attached along with the consolidated financial statement in compliance with the said circular. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m.

As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report.

* PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules made there under.

* INSURANCE:

All the existing properties including Plant and Machineries, Building and stocks are adequately insured.

* DIRECTORATE:

Pursuant to the provisions of Section 256 of the Companies Act, 1956 Mr. Ambalal C. Patel, Director of the Company, retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment. The Board recommends their reappointment as Directors of the Company.

* AUDITORS:

M/s. C. R. Sharedalal., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retires at the ensuing Annual General Meeting. They have not opted for re-appointment.

Members are requested to appoint M/s Baheti Bhadada and Associates, Chartered Accountants as statutory auditor of the company from current annual general meeting till end of next annual general meeting. The board has received letter from them to the effect that their appointment if made will be within limits specified u/s. 224(1B) of Act.

* AUDITORS'' REPORT:

The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956.

* DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of Accounts for financial year ended on 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That 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 as at 31st March, 2014 and of the profit of the Company for the year ending on that date;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

* CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: o Energy Conservation Measures:

Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy.

* PARTICULARS OF EMPLOYEE:

During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 60,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5,00,000/- p.m, as prescribed under Section 217(2A) of Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975

* CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure, which is attached hereto and forms part of Directors'' Report.

* COST AUDIT :

The Company is required to maintain Cost Records u/s 209 of Companies Act, 1956. The Company has appointed M/s S A Associates, Cost Accountants as cost auditor of the company to audit cost records for year 2013-14. The Company will obtain cost audit report in due course.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers, which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD,

Place : Ahmedabad Paresh Vasani Jayesh Shah Date : 3 June 2014 Managing Director Director


Mar 31, 2013

To, The Members of Circuit Systems (India) Ltd.,

The Directors have pleasure in presenting herewith the 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

- Financial Results:

(Rs. In Lacs)

Particulars 2012-13 2011-12

Income from Operation (Net of Excise) 2611.02 3038.25

Other Income 26.33 26.52

Profit before Interest, Depreciation and Tax 242.3 358.17

Less : Interest and Financial Charges (144.01) (177.22)

Less: Depreciation (144.95) (138.27)

Profit from operations (46.66) 42.68

Exceptional Items (406.50) 0.00

Profit for the year before tax (453.16) 42.68

Add/(Less) : Provision for taxation 1.01 2.68

Profit for the year after Tax (452.15) 40.00

- DIVIDEND:

The dividend payout for the year under the review has been formulated in accordance with the company''s policy to pay substantial dividend linked to long term performance, keeping in view the company''s need for capital for its growth plans and the intent to finance through internal accruals to maximum. Your directors have always wished to appreciate the trust and faith of its members by improving the performance of the Company.

The company has good track record of profitability in the past. However, it has incurred considerable loss during the year. Therefore, your directors do not recommend any dividend during the year under consideration.

- BUSINESS SCENARIO:

During the year, the Company has changed its operational policy. The Company has decided to focus on reasonable margin contract while declining other contracts. The management expects that this policy will lead to fall in turnover and profitability in short run while improved profitability in long run. The Company has also disposed off its SEZ Unit at Gandhinagar, which was non operative for many years. The sale has improved cash flow and helped to serve its domestic customer effectively. The customer base has been increased substainly. However, due to change in business strategy, the turnover of the company witnessed decline of 14% during the year. The Company has provided for bad debts of Rs. 226 lakhs during the year. This has reduced operating profit to Rs. 71.02 lakhs. Further, the sale of SEZ Unit has resulted in extraordinary loss of Rs. 406.50 lakhs during the year. Above extraordinary factors have impacted profit of the company for the current year. However, your directors expect that the company will improve its profitability in next year. The changed business strategy will help to improve performance of the company in all areas.

- AQUSITION OF PCB POWER:

The Company has acquired M/s PCB Power (India) Limited as its wholly owned subsidiary during the year. The proposed acquisition will add synergise to its existing business. The Company will get access to existing customer of PCB Power. Further, the later company has well designed online trading portal, which will help to link the existing operations and serve customers effectively.

- SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary company are being attached with the Annual Report of the Company. The financial information of the subsidiary companies is attached along with the consolidated financial statement in compliance with the said circular. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m.

As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report.

- PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules made there under.

- INSURANCE:

All the existing properties including Plant and Machineries, Building and stocks are adequately insured.

- DIRECTORATE:

Pursuant to the provisions of Section 256 of the Companies Act, 1956 Mr. Chetan Panchal, Director of the Company, retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment. The Board recommends their reappointment as Directors of the Company.

- AUDITORS:

M/s. C. R. Sharedalal., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. You are requested to approve their re-appointment at the said meeting. The board has received letter from them to the effect that their appointment if made will be within limits specified u/s. 224(1B) of Act.

- AUDITORS'' REPORT:

The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956.

- DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of Accounts for financial year ended on 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That 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 as at 31st March, 2013 and of the profit/loss of the Company for the year ending on that date;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

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

o Energy Conservation Measures:

Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy.

o Foreign Exchange Earnings and Outgo: Rs. In Lacs

Particulars 2012-13 2011-12

1. Foreign Exchange Earned During the year :

Exports 210.09 337.14

Foreign Exchange Fluctuation Income - (11.32)

2. Foreign Exchange Outgo :

Foreign Traveling/Exhibition 1.15 1.17

Repairs and Maintenance – Machinery 0.44 24.64

Interest on buyer''s credit 6.22 0.00

Imports (CIF Value) 1159.37 292.30

Sales Commission – Export 5.69 10.25

Foreign Bank charges 0.65 0.66

- PARTICULARS OF EMPLOYEE:

During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 60,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5,00,000/- p.m, as prescribed under Section 217(2A) of Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975

- CORPORATE GOVERNANCE :

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure, which is attached hereto and forms part of Directors'' Report.

- COST AUDIT :

The Company is required to maintain Cost Records u/s 209 of Companies Act, 1956. The Company has appointed M/s S A Associates, Cost Accountants as cost auditor of the company to audit cost records for year 2012-13. The Company is in the process of obtaining Cost Audit Report.

- ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers, which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company. FOR AND ON BEHALF OF THE BOARD,

Place : Gandhinagar Paresh Vasani Jayesh Shah

Date :25 May 2013 Managing Director Director


Mar 31, 2010

The Directors have pleasure in presenting herewith the 15th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

Financial Results: (Rs. In Lacs)

Particulars 2009-10 2008-09

Income from Operation 3706.66 372Q.04

(Net of Excise)

Other Income - -

Profit before Interest, 461.86 248.27

Depredation and Tax

Less: Interest and Financial (105.60) (157.80)

Charges

Less : Depreciation (155.57) (154.63)

Profit before Tax 200.69 (64.16)

Less: Provision for Taxation (33.06) (3.00)

Less: Deferred Tax Liability (45.55) (37.25)

Add/Less: Prior Period Adjustment (49.01) 1.35

Profit after Tax 73.07 (103.06)

Surplus brought forward 742.33 845.39

Balance 815.40 742.33

Proposed Dividend 0 0

Dividend Tax 0 0

Transfer to General Reserve 0 0

Amount c/f. to Balance sheet 815.40 742.33



DIVIDEND:

As a matter of sound accounting practice and management philosophy, with a view to making sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

BUSINESS SCENARIO:

During the year, your company has achieved turn over of Rs. 3706.66 Lacs (Net of Excise) in turnover of Rs. 3720.04 Lacs (Net of i year.

Eventhough market remained tough for export sales, The Company has earned the profit after tax of Rs. 73.07 Lacs during the year.

Companys Capital Expenditure on the project till 31st March, 2010 is 23.67 crores. For this new project, we are monitoring the market situation and We are positive that market trend will inflate the PCB business in global market.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules made there under.

INSURANCE:

All the existing properties including Plant and Machineries, Building and stocks are adequately insured.

DIRECTORATE:

Pursuant to the provisions pf Section 256 of the Companies Act, 1956 Mr. Anil T. Patel and Mr. Niranjan R. Dave, Directors of the Company, retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Board recommends their reappointment as Directors of the Company.

AUDITORS:

M/s. Virendra Chinubhai and Co., Chartered Accountants, Visnagar, Statutory Auditors of the Company retire at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. You are requested to approve their re-appointment at the said meeting.

AUDITORS REPORT:

The Auditors have not given any adverse remark on the Auditor Report of the Company for the year 2009-10. However in the matter of additional Excise Duty paid by the Company under the assessment conducted by Excise Authorities, Your directors wish to inform you that in this matter, the Company has already sought legal opinion of the Excise Consultant on the issue and the Company is going to claim valid refund of such Additional Excise Duty paid by the Company under legal guidance.

DIRECT0RS RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of Accounts for financial year ended on 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That 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 as at 31st March, 2010 and of the profit of the Company for the year ending on that date;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

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

Energy Conservation Measures:

Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy.

Foreign Exchange Earnings and Outgo:

(Rs. In Lacs)

Particulars 2009-10 2008-09

1. Foreign Exchange Earned During the year: Exports * 565.63 995.78

Foreign Exchange 80.50 -

Fluctuation Income

2. Foreign Exchange Outgo :

- Foreign Traveling 5.04 4.36

Repairs and Maintenance 54.80 46.10 - Machinery

Export Expenses - 8.16

Imports (CIF Value) 1708.17 1137.99

Foreign Exchange - 99.65

Fluctuation Loss

Sales Commission - Export 9.12 -

Training Expenses 0.67 -



PARTICULARS OF EMPLOYEE:

During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 24,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 2,00,000/- p.m.

CORPORATE GOVERNANCE :

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure, which is attached hereto and forms part of Directors Report. ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers of the company, Corporation Bank which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company.



FOR AND ON BEHALF OF THE BOARD,

Place/. Gandhinagar (Paresh N. Vasani) (Sharad R. Shah)

Date : 03-09-2010 (Managing Director) (Whole time Director)



 
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