Directors Report of Dutron Polymers Ltd.

Mar 31, 2018

To

The Members,

DUTRON POLYMERS LIMITED

The directors are delighted to present the report on your company’s business and operations for the year ended on 31st March, 2018.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2017-18 is summarized below:

	2017-18	2016-17
	(Rs. in Lakh)	(Rs. in Lakh)
Profit before Depreciation & Taxation	375.98	429.64
Depreciation	96.39	153.94
Provision for Taxation	98.06	92.41
Exceptional Items	---	--
Net Profit after Tax	181.53	183.29
Profit Available for Appropriation	311.91	288.27
Proposed Dividend	84.00	84.00
Transfer to General Reserve	50.00	50.00

FINANCIAL PERFORMANCE

Your Company’s total revenue has grown 11.09% compared to previous year. Net profit has declined 0.96% to Rs. 181.53 Lakh mainly due to decreased margins. Earnings per share came to Rs. 3.03 during the year review.

DIVIDEND

Your directors recommend a dividend @ 14% on 60,00,000 equity shares of Rs. 10 each for the year ended 31st March, 2018 which will be free of tax in the hands of shareholders.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public except deposits from directors & shareholders as at 31.03.2018 amounting to Rs. 7,98,06,953. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat.

INSURANCE

All the assets of the Company including inventories, building, plant & machineries are adequately insured.

DIRECTORATE

Pursuant to the provisions of the Companies Act, 2013, Shri Mitesh C. Shah and Shri Sudip B. Patel, 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.

FORMAL EVALUATION STATEMENT

Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached herewith to the report. The evaluation includes evaluation of board as a whole, individual director and of every committee of board.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 contribute new ideas/insights on business issues raised by Management.

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

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

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

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

g. The Committee is delivering on the defined objectives.

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

AUDITORS

M/s. Manthan M. Shah and Associates, Chartered Accountants, Ahmedabad; the statutory Auditors of the Company has been appointed to hold office till the conclusion of 41st Annual General meeting. Hence, they are not subject to reappointment at current annual general meeting in the light of Companies (Amendment) Act, 2017.

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 attaches herewith the secretarial audit report issued by practicing company secretary in Annexure A to this report. 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 the Companies Act, 2013, the abstract of annual return is attached herewith in Annexure of the report in prescribed Form No. MGT - 9.

DIRECTOR’S RESPONSIBILITY STATEMENT

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

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;

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; and

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.

PARTICULARS OF EMPLOYEES

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.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements entered by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013.

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 Auditors regarding compliance of the conditions of the Corporate Governance is given in Annexure, which is attached hereto and forms part of Directors’ Report.

NUMBER OF BOARD MEETINGS

During the year, the company had conducted total 14 Board Meetings. Notice for them were given properly and due quorum was present at above meetings. The dates of meetings are 5th April, 2017; 27th May, 2017; 10th June, 2017; 20th June, 2017; 8th August, 2017; 21st August, 2017; 19th September, 2017; 25th September, 2017 (AGM); 1st November, 2017; 1st December, 2017; 17th January, 2018; 3rd February, 2018; 12th February, 2018 and 20th March, 2018.

NOMINATION AND REMUNERATION COMMITTEE

The Board has formed nomination and remuneration committee as required under section 178(1) of the Companies Act, 2013. The company has disclosed policies as required under 178(3) of the Companies Act in its Corporate Governance Report, forming part of Directors’ Report.

AUDIT COMMITTEE

The Board has constituted Audit Committee as required under section 177(1) of the 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is responsible corporate citizen of our country and is concerned about its social responsibility. It is not mandated u/s 135 of the Companies Act, 2013 to contribute its profit towards CSR. However, the Company will contribute voluntarily when it has substantial profit and finds a good cause to help.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express sincere thanks to Company’s valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation to all the employees for their commitment and initiative for Company’s growth. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

BY ORDER OF THE BOARD OF DIRECTORS

Place : Ahmedabad S. B. PATEL

Date : 30th July, 2018 Chairman

---

Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

DUTRON POLYMERS LIMITED

The directors are delighted to present the report on your company’s business and operations for the year ended on March 31, 2016.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2015-16 is summarized below:

	2015-16	2014-15
	(Rs, in Lakh)	(Rs, in Lakh)
Profit before Depreciation & Taxation	421.22	285.39
Depreciation	144.08	123.27
Provision for Taxation	81.05	76.28
Exceptional Items	---	82.90
Net Profit after Tax	196.09	168.64
Profit Available for Appropriation	258.91	211.10
Proposed Dividend	84.00	84.00
Transfer to General Reserve	50.00	50.00

FINANCIAL PERFORMANCE

Your Company has been able to achieve the highest sales revenue and profit of all time during the year under review. The Sales has grown by 32.8% compared to previous year. This exceptional jump has come mainly due to high demand from Sardar Sarovar Narmada Nigam Ltd’s irrigation scheme of Govt. of Gujarat. Your Company’s net profit has increased 16.2% to '' 196.09 Lakh. Earnings per share increased to '' 3.27during the year under review.

DIVIDEND

Your directors recommend a dividend @ 14% on 60,00,000 equity shares of '' 10 each for the year ended 31st March, 2016 which will be free of tax in the hands of shareholders.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public except deposits from directors & shareholders as at 31st March, 2016 amounting to Rs, 7,23,92,250. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat.

INSURANCE

All the assets of the Company including inventories, building, plant & machineries are adequately insured. DIRECTORATE

Pursuant to the provisions of the Companies Act, 2013, Shri Mitesh C. Shah and Shri Sudip B. Patel, 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.

FORMAL EVALUATION STATEMENT

Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached herewith to the report. The evaluation includes evaluation of board as a whole, individual director and of every committee of board. 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 contribute new ideas/insights on business issues raised by Management.

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

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

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

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

g. The Committee is delivering on the defined objectives.

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

AUDITORS

M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmadabad, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment for 1 year, subject to the confirmation of Auditor every year. The Company has received letter from them to the effect that their re-appointment if made, would be within limits specified u/s 141(1)(g) of the 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 attaches herewith the 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 the Companies Act,2013, the abstracts of annual return is attached herewith in Annexure of the report in prescribed Form No. MGT-9.

DIRECTOR’S RESPONSIBILITY STATEMENT

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

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;

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; and

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.

PARTICULARS OF EMPLOYEES

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

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements entered by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013.

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 Auditors regarding compliance of the conditions of the Corporate Governance is given in Annexure, which is attached hereto and forms part of Directors’ Report.

NUMBER OF BOARD MEETINGS

During the year, the company had conducted total 7 Board Meetings. Notice for them were given properly and due quorum was present at above meetings. The dates of meetings are 30/05/2015, 30/06/2015, 31/07/2015, 25/09/2015, 31/ 10/2015, 20/11/2015, 30/01/2016.

NOMINATION AND REMUNERATION COMMITTEE

The Board has formed nomination and remuneration committee as required under section 178(1) of the Companies Act, 2013. The company has disclosed policies as required under 178(3) of the Companies Act in its Corporate Governance Statement, forming part of Directors’ Report.

AUDIT COMMITTEE

The Board has constituted Audit Committee as required under section 177(1) of the 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is responsible corporate citizen of our country and is concerned about its social responsibility. It is not mandated u/s 135 of the Companies Act, 2013 to contribute its profit towards CSR. However, the Company will contribute voluntarily when it has substantial profit and finds a good cause to help.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sense of gratitude to the customers, suppliers and business associates for their support. Your directors are also grateful to the employees for their commitment, dedication and hard work. Lastly, your directors are thankful to the members of the Company for their faith and confidence in the Company.

BY ORDER OF THE BOARD OF DIRECTORS

Place: Ahmadabad ^S. ^B. PA^TEL

Date: 30th May, 2016 Chairman

---

Mar 31, 2014

Dear members,

The directors are delighted to present the report on your company''s business and operations for the year ended on March 31, 2014.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2013-14 is summarized below:

2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Profit before Depreciation & Taxation 299.18 307.05

Depreciation 115.85 124.24

Provision for Taxation 58.73 67.70

Net Profit after Tax 124.60 115.11

Profit Available for Appropriation 165.63 163.66

Proposed Dividend 84.00 84.00

Transfer to General Reserve 25.00 25.00

FINANCIAL PERFORMANCE

Your Company''s performance has improved in the previous year in value terms. Growth of HDPE and PVC Pipes market in India remained suppressed during the year due to prevailing policy logjam and constantly rising prices. This resulted in lower sales volume compared to previous year. Your Company''s Sales Turnover increased by 1.8% to Rs. 8524.02 Lacs, and net profit by 8.2% to Rs. 124.60 Lacs in 2013-14.The earning per share stood at Rs. 2.08 in 2013-14.

DIVIDEND

Your directors recommend a dividend @ 14% on 60,00,000 equity shares of Rs. 10/- each for the year ended 31st March, 2014 which will be free of tax in the hands of share holders.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public except deposits from directors & shareholder as at 31.03.2014 amounting to Rs. 5,93,79,980/-. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat.

PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence no information is required to be appended to this report in this regard.

INSURANCE

All the assets of the Company including inventories, building, plant & machineries are adequately insured.

DIRECTORATE

Pursuant to Article 84 of the Articles of Association of the Company read with provisions of the Companies Act, 2013, Shri Sudip B. Patel and Shri Mitesh C. Shah, Directors of the company, are due to retire at the ensuing Annual General Meeting, and are eligible for reappointment.

AUDITORS

M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmedabad retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment for 3 years, subject to confirmation of Auditor every year. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) which was introduced by the Companies (Amendment) Act, 2000 your directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii The Directors to the best of their knowledge and information have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual report.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

OUTLOOK FOR THE CURRENT YEAR

Increase in government spending on infrastructure projects, and favorable monsoon during the current year is likely to help plastic pipes market in India. Your Company is looking to consolidate its market presence in Gujarat and going for expansion of its market in other states. Your Directors are hopeful of better performance in the current year.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express sincere thanks to Company''s valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees for their commitment and initiative for Company''s growth. Finally, the Directors wish to express their gratitude to the Members for their trust and support.



By Order of the Board of Directors

Place : Ahmedabad S. B. PATEL Date : 31st May 2014 Chairman

---

Mar 31, 2013

To The Members of DUTRON POLYMERS LIMITED

The directors are delighted to present the report on your company''s business and operations for the year ended on 31st March 2013.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2012-13 is summarized below:

2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Profit before Depreciation & Taxation 307.05 285.51

Depreciation 124.24 131.55

Provision for Taxation 67.70 53.40

Net Profit after Tax 115.11 100.56

Profit Available for Appropriation 163.66 147.23

Proposed Dividend 84.00 72.00

Transfer to General Reserve 25.00 15.00

Your Company''s sales turnover has jumped by 35% due to aggressive marketing efforts. Net profit has grown by 14% compared to previous year. Again, rising trend of raw material prices have shrunk the margins. During the year, your Company strengthened marketing network of dealers in different regions of the country. Further, improvements in production system were made for better quality of PVC column pipes and PVC fabricated fittings.

DIVIDEND

Your directors recommend a dividend @ 14% on 60,00,000 equity shares of Rs. 10/- each for the year ended on 31st March 2013 which will be free of tax in the hands of share holders.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public except deposits from directors & shareholders as at 31.03.2013 amounting to Rs. 5,64,56,404/-. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat .

PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence no information is required to be appended to this report in this regard.

INSURANCE

All the assets of the Company including inventories, building, plant & machineries are adequately insured.

DIRECTORATE

Pursuant to Article 84 of the Articles of Association of the Company read with section 256 of the Companies Act, 1956, Shri Alpesh B. Patel and Shri Praful G. Shah, Directors of the company, are due to retire at the ensuing Annual General Meeting, and are eligible for reappointment.

AUDITO RS

M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmedabad retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act.1956

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) which was introduced by the Companies (Amendment) Act, 2000 your directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii The Directors to the best of their knowledge and information have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual report.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

OUTLOOK FOR THE CURRENT YEAR

With India''s Growth in agriculture and infrastructure sectors, demand for plastic pipes that is growing at a higher rate than GDP is likely to be better even for current year. And your directors are confident that your company''s strong market brand will yield even better financial results in future.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express sincere thanks to Company''s valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees for their commitment and initiative for Company''s growth. Finally, the Directors wish to express their gratitude to the Members fortheir trust and support. By Order of the Board of Directors

Place : Ahmedabad S. B. PATEL

Date : 31st May 2013 Chairman

---

Mar 31, 2012

The Members,

DUTRON POLYMERS LIMITED

The directors are delighted to present the report on your company's business and operations for the year ended March 31,2012.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2011-12 is summarised below:

2011-12 2010-11 (Rs.in Lacs) (Rs.in Lacs)

Profit before Depreciation &Taxation 285.51 302.20

Depreciation 131.55 119.41

Provision for Taxation 53.40 44.20

Net Profit after Tax 100.56 138.59

Profit Available for Appropriation 147.23 185.63

Proposed Dividend 72.00 72.00

Transfer to General Reserve 15.00 55.00

Your company's sales turnover has reduced by 10.3%. Consistent increase in prices of raw material through out the year, and major foreign exchange rate fluctuations brought profitability further down to Rs. 100.56 Lacs. CPVC pipes business however, has shown sales growth compared to previous year.

During the year, several changes were made to enhance product quality- embossing of brand name in the socket of PVC Pipes, and better processing techniques for higher impact strength of Submersible Column Pipes. Few automation measures in manufacturing plants were also taken to reduce human interference. All these improvements were made in order to have trouble free production process, and better product quality.

DIVIDEND

Your directors recommend a dividend @ 12% on 60,00,000 equity shares of Rs. 10/- each for the year ended March 31, 2012 which will be free of tax in the hands of share holders.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public except deposits from directors & shareholder as at 31.03.2012 amounting to Rs. 7,16,15,967/-. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat.

PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 197*5, as amended to date. Hence no information is required to be appended to this report in this regard.

INSURANCE

All the assets of the Company including inventories, building, plant & machineries are adequately insured.

DIRECTORATE

Persuant to Article 84 of the Articles of Association of the Company read with section 256 of the Companies Act, 1956, Shri Alpeshbhai B. Patel and Shri Prafulbhai G. Shah, Directors of the company, are due to retire at the ensuing Annual General Meeting, and are eligible for reappointment.

AUDITORS

M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmedabad retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act.1956

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) which was introduced by the Companies (Amendment) Act, 2000 your directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii The Directors to the best of their knowledge and information, have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual report.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

OUTLOOK FOR THE CURRENT YEAR

As pipes market cater to India's infrastructure sectors like Agriculture, Government's water supply schemes, and Building & Construction; the growth of the company will largely depend on country's growth on these sectors. Better monsoon, higher government spending, and good economical situation during the current year will give growth of plastic pipes market in the country. With encouraging signs from expansion of company's distributor network, and few good macro economic situations, your directors are confident to provide company's growth in the current year.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express sincere thanks to Company's valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees for their commitment and initiative for Company's growth. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

By Order of the Board of Directors

Place : Ahmedabad S. B. PATEL Date :31st May 2012 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report "together with the Audited Statements of Accounts of the Company for the year ended on 31 st March 2010.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2009-2010 is summarised below:

2009-10 2008-09 (Rs. in Lacs) (Rs. in Lacs)

Profit before Depreciation & Taxation 538.03 236.48

Depreciation 84.66 82.03

Provision for Taxation 89.45 51.25

Fring Benefit Tax 0.06 0.47

(Excess)/Short Provision for Taxation (Earlier years) (0.11) 0

Net Profit after Tax 166.98 102.73

Profit Available for Appropriation 196.99 126.23

Proposed Dividend 90.00 66.00

Transfer to General Reserve 45.00 19.00

The company has given another Outstanding performance during 2009-10 across all its products and financial indicators. Our expansion into CPVC pipes manufacturing has also given desired returns; inspite of growing competition in that field. Our HDPE and RPVC pipes have also shown steady growth in business. Indias HDPE /PVC/CPVC pipes and fittings market demand has grown in 2009-10 by over 20% and Outran is in the line with this; and even has expanded its market penetration.

Dutron has achieved turnover of Rs. 53.26 crore from its goods and services, an increase of 24%; and net profit of Rs. 1.67 crore, an increase of 62.5%.These numbers speak of strength of Dutron in product quality, marketing and sound managment practices.

DIVIDEND

Your directors recommend a dividend of 15% on 60,00,000 equity shares of Rs. 10/- each for the year ended March 31, 2010 which will be free of tax in the hands of share holders.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public except deposits from directors as at 31.03.2010 amounting to Rs. 4,19,84,208/-. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat.

PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence no information is required to be appended to this report in this regard.

INSURANCE

Ail the assets of the Company including inventories, building, plant & machineries are adequately insured.

DIRECTORATE

Persuant to Article 84 of the Articles of Association of the Company read with section 256 of the Companies Act, 1956, Shri Prafulbhai G. Shah and Shri Alpeshbhai B. Patel, Directors of the company, are due to retire at the ensuing Annual General Meeting, and are eligible for reappointment.

AUDITORS

M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmedabad retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act. 1956

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) which was introduced by the Companies (Amendment) Act, 2000 your directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii The Directors to the best of their knowledge and information, have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual report.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per clause (e) of sub-section (1) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

OUTLOOK FOR THE CURRENT YEAR

We are earring out addition of PVC pipe manufacturing capacity by increasing production lines as well as ancilliaries. We will focus on increasing efficiency and expansion of market presence. With Indias economic recovery, Dutron will continue its growth in the current year.

ACKNOWLEDGEMENTS

Your Directors are grateful to all the stakeholders for their trust in the Company and continuous support. Your Directors also take this opportunity to express their special appreciation for committed services by the employees of the Company.

By Order of the Board of Directors

Ahmedabad S. B. PATEL

May 29,2010 Chairman