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Directors Report of Dynamic Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 26th (Twenty Sixth) Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2015

1) FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :

Financial Results [Rs. in Lacs]

Particulars Year Ended Year Ended 31-03-2015 31-03-2014

Total Revenue 7,050.11 10,475.49

Profit before Depreciation and Tax 492.66 646.73

Depreciation 99.46 68.59

Profit (Loss) before Tax 393.20 578.14

Less : Tax Expenses 168.14 178.55

Net Profit (Loss) for the year 225.06 399.59

2. PERFORMANCE :

Due to recession and acute competition in the Chemical Industry, Performance of your Company for the year under review was affected. Total Revenue Plunged from Rs. 10,475.49 Lacs to Rs. 7,050.11 Lacs viz., reduction of 32.70% in the total revenue of the Company as compared to previous financial year, further due to decrease in total revenue of the Company Net Profit for the year under the review has been decreased from Rs. 399.59 Lacs to Rs. 225.06 Lacs resulting in decrease of about 43.68% of Net Profit of the Company. Overall Performance of the Company was satisfactory as compared to the peers of the Company.

Further, the Board of Directors of the Company is continuously making efforts for the growth of your Company.

3. DIVIDEND:

Your directors are pleased to recommend the dividend @ 10% p.a. (Rs. 1.00 per share) on equity shares with nominal value of Rs. 10.00 each for the year ended 31st March, 2015. The total dividend pay-out excluding dividend distribution tax shall be Rs. 30.29 Lacs.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10.00 each. The authorized share capital of the company is Rs. 350.00 Lacs divided into 35,00,000 equity shares of Rs. 10.00 each. The paid up share capital of the company is Rs. 302.85 Lacs divided into 30,28,500 equity shares of Rs. 10.00 each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. RESERVES:

The Board has transferred Rs.17.10 Lacs from Revaluation Reserve to General Reserve Account for the Financial Year ended on 31st March, 2015 as per requirement of Schedule II to Companies Act, 2013.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FUTURE OUTLOOK :

There is cut throat competition in the chemical industry and more particularly in dyes and intermediates. To mitigate the same, management had adopted defensive strategy in order to maintain the market share of your Company. At Present many policies are being formed/adopted by the present Government which may be beneficial to the Company in future. As crude oil prices has come down which directly have a positive effect on the economy and in same line we expect many more positive things to happen in the global market which may have positive impact on the Company.

The global economy in FY 2014-15 witnessed divergent trends among major economies. The Indian economy and business environment remained largely subdued during 2014-15. The global economic recovery is gaining momentum coupled with some divergence. India's economy is poised to return to its high-growth path, thanks to lower fiscal and current account deficits, falling inflation, low crude oil price, moderate commodity prices, and structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of India (RBI) having moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates. However, productivity and capital efficiency improvement are likely to drive near-term growth. Demand from export as well as domestic markets has not increased substantially. Volatility of rupee may hamper growth of economy.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The company expects to retain the performance in the current year.

8. UNCLAIMED DIVIDEND:

During the year, dividend amounting to Rs. 0.52 lacs that had not been claimed by the shareholders for the year ended 31st March, 2007, was transferred to the credit of Investor Education and Protection Fund as required under Section 205A read with Section 205C of the Companies Act, 1956. As on 31stMarch, 2015, dividend amounting to Rs. 1.29 lacs has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrar, Sharepro Services (India) Pvt. Ltd., for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) rules, 2012,the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 14th August, 2014 (date of the last Annual General Meeting) on the website of the Company (www.dynaind.com). as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has a Wholly Owned Subsidiary Company Named Neo Farbe Private Limited (CIN: U24100GJ2013PTC073930). It has not commenced commercial operations during the year under review. Hence, details relating to Subsidiary Company are not provided for.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

14. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 5 (Five) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

15. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

16. INSURANCE:

All the Properties of the Company are adequately insured.

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions.

18. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Deepak Navinchandra Chokshi (DIN: 00536345) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Jatinbhai Biharilal Surti (DIN: 05195572), Mr. Pravinchandra Devidas Master (DIN: 05195587), Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347), as an Independent Directors of the Company & Ms. Viraj Darshit Shah as additional director.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Deepak Navinchandra Chokshi (DIN: 00536345) and Mr. Harin Dhanvantrai Mamlatdarna (DIN:00536250) were appointed as Managing Directors of the Company for two years w.e.f. 1st October, 2013. Mr. Dinesh Jasraj Jain (DIN: 00135889)was appointed as Whole Time Director of the Company for two years w.e.f. 1st October, 2013. The Board has on the recommendation of the Nomination and Remuneration Committee, re-appointed and re-desinated w.e.f. 1st October, 2015, Mr. Harin Dhanvantrai Mamlatdarna as Chairman and Whole Time Director, Mr. Deepak Navinchandra Chokshi as Vice Chairman and Managing Director and Mr. Dinesh Jasraj Jain as Whole Time Director of the Company for two years, subject to approval of members by way of Special Majority.

The Board recommends re-appointment/ re-designation of Mr. Deepak Navinchandra Chokshi, Mr. Harin Dhanvantrai Mamlatdarna and Mr. Dinesh Jasraj Jain, as stated above, at the ensuing Annual General Meeting. Based on disclosures provided by them, none of them are disqualified from being appointed as Directors as per section 164 of the Companies Act, 2013.

There were no changes in the constitution of Board of Directors or Key Managerial Personnel during the year.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Deepak Navinchandra Chokshi,Mr. Harin Dhanvantrai Mamlatdarna and Mr. Dinesh Jasraj Jain under Key Managerial Personnel of the Company.

Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and incentive pay reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals.

19. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

21. MANAGERIAL REMUNERATION

Details of remuneration paid / payable to the Directors for Financial Year 2014-2015

[Rs. in Lacs] Salary and Shares issued Name Perquisites Commission under ESOP F.Y. 2014-15 Deepak N. Chokshi 16.29 Nil Nil

Harin D. Mamlatdarna 16.45 Nil Nil

Dinesh J. Jain 10.43 Nil Nil

Details of Service Name contracts; notice period and severance fees

Deepak N. Chokshi Ordinary Resolution dt. 14-08-2013, valid Harin D. Mamlatdarna up to 30-09-2015; no Notice Dinesh J. Jain period and no severance fees

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - III.

22. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.

23. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee.

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

24. AUDITORS:

A. Statutory Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W) were appointed as Statutory Auditors of your Company at the previous Annual General Meeting held on 14thAugust, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W) to audit the accounts of the Company for the financial year 2015-2016.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Chetan R. Shah, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the report

25. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. VKJD & Associates (FRN 128985W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

26. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct.

The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. The Policy primarily rests on four broad categories: Environment, Health, Education and Community Development.

Though the CSR policy was formulated, the Company has not contributed to CSR activities as prescribed in CSR Policy. Despite of rigorous efforts, management was not able to find suitable institution/organization through which CSR activities can be performed effectively to benefit the society at large.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are made and the same is enclosed as Annexure-V

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

30. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

31. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 31st March, 2015 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 Companies Act, 2013 and Rules made thereunder 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; and

v. 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.

vi. 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.

32. CORPORATE GOVERNANCE:

As required by the existing Clause 49(X) of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report, herewith attached as ANNEXURE VI.

33. CORPORATE GOVERNANCE CERTIFICATE :

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement is appended to the report on Corporate Governance., herewith attached as Annexure VII.

34. GENERAL SHAREHOLDER INFORMATION :

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

35. ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

For and on behalf of the Board Place : Ahmedabad -Sd/- Date : 29th June, 2015

DEEPAK N. CHOKSHI Chairman & Managing Director DIN : 00536345


Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you the Twenty Fifth Annual Report and Audited Accounts for the year ended on 31st March, 2014.

Financial Results (Rs. in Lacs) Particulars Year Ended Year Ended 31-03-2014 31-03-2013

Total Income 10,475.48 4,364.78

Profit before depreciation and tax 646.73 197.60

Depreciation 68.59 64.78

Provision for Taxation

Current Year 200.00 43.50

Deferred tax (21.45) 13.05

Less : Excess provision of earlier year (net) 0.00 (8.82)

Profit After tax 399.59 85.09

Balance b/f. from previous year 748.53 663.44

Balance carried to Balance Sheet 1,148.12 748.53

Dividend

Your directors are pleased to recommend a dividend @ 10% p.a. (Re. 1/- per share) (Previous Year Rs. Nil) on equity shares for the year ended 31st March, 2014. The total dividend pay out excluding dividend distribution tax shall be Rs. 30,28,500/-.

Performance

The Board is pleased to inform that the working of the Company has scaled new heights, in as much it has recorded highest revenue & profitability since its inception, despite general economic slow down & cut throat competition in business during the year under review.

The total income stood at Rs. 10475.48 lacs (previous year Rs. 4364.78 lacs) and the Tax expenses registered were Rs. 178.55 lacs (previous year 47.73 lacs) resulting into Net Profit for the year after Tax of Rs. 399.26 lacs (previous year Rs. 85.09 lacs).

The Board of Directors have considered it appropriate to change the Bankers to the Company in view of its financial requirements & cost effectiveness and accordingly the Company has received sanction letter dated 2nd May 2014 from HDFC Bank Ltd. The change would be effective from 2014 - 15 and onwards

Future outlook

The challenges that the global economy faced in 2012-13 spilled over to 2013-14 - low growth in developed markets and slowing down of emerging markets. The Indian economy was no different. From a GDP growth of 9.3% in 2010-11, the Indian economy slipped to 5% growth in 2012-13 and further down to 4.4% in 2013-14.

The economy has signaled for an upward swing. Policy stability and consistency appear to take place in view of government at centre with clear mandate. Capital market has also improved substantially and bullish trend is expected to continue for a long run. Demand from export as well as domestic markets is increasing. But volatility of rupee and crude price may hamper growth of, particularly export oriented units like us.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The company expects better performance in the current year, too.

Directorate

Pursuant to Section 152 of the Companies Act, 2013, Shri Pravinchandra D. Master (DIN: 05195587) and Shri Jatinbhai B. Surti (DIN: 05195572) will retire at the ensuing Annual General Meeting and being eligible, seek re-appointment.

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2014-2015 to the Bombay Stock Exchange Ltd.

Subsidiary Company

The Company has a subsidiary Company named Neo Farbe Private Limited. It has not commenced commercial operations during the year under review. Hence, details relating to Subsidiary Company are not provided for.

The Statement pursuant to Section 212 of the Companies Act, 1956 showing summary of the subsidiary Company is attached here with.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.

Insurance

All the properties and assets of the Company are adequately insured.

Corporate Governance

A separate Report on Corporate Governance along with the Certificate from the Statutory Auditors regarding the Compliance of conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is provided in a separate Annexure-I.

Management Discussion And Analysis

Management Discussion and Analysis Report as required under the Listing Agreement is annexed hereto forming part of this Report.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure- II to the Directors'' Report.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as Annexure - III.

Particulars of Employees

There are no employees drawing remuneration in terms of disclosure requirement pursuing to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state :

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

2. That 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 a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2014 and of the Profit of the Company for the year ended on 31.03.2014.

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

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

Cost Auditors

The Company has appointed M/s. Vishal Yagnik & Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of Company for the financial year 2014-2015 under Section 148 of the Companies Act, 2013.

The Cost Audit Report in XBRL mode for the financial year ended March 31, 2013 was filed with the Ministry of Corporate Affairs on 17th October, 2013.

The Company is seeking the approval of the Shareholders for the appointment of M/s. Vishal Yagnik & Associates, Cost Auditor of the Company for the financial year ending March 31, 2015 vide resolution no. 6 of the Notice of Annual General Meeting.

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad who hold office until the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 2014- 2015. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. G. K. Choksi & Co. that their appointment, if made, would be in confirmity with the limits specified under the said section. You are requested to appoint the Auditors and fix their remuneration.

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.



For and on behalf of the Board

Place : Ahmedabad DEEPAK N. CHOKSHI Date : 30th May 2014 Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in placing before you the Twenty Fourth Annual Report and Audited Accounts for the year ended on 31 st March, 2013.

Financial Results [Rs. in Lacs]

Particulars Year Ended Year Ended 31-03-2013 31-03-2012

Total Income 4364.78 4180.69

Profit before depreciation and tax 197.60 245.35

Depreciation 64.78 64.30 Provision for Taxation

Current Year 43.50 37.00

Deferred tax 13.05 8.88

Less : Excess provision of earlier year (net) . (8.82)

Profit After tax 85.09 135.17

Balance b/f. from previous year 663.44 528.27

Balance carried to Balance Sheet 748.53 663.44

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31 st

March, 2013.

Performance

Despite recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 4364.78 lacs (previous year Rs. 4180.69 lacs). Tax expenses were Rs. 47.73 lacs (previous year Rs. 45.88 lacs). The net profit aftertax was Rs. 85.09 lacs (previous year Rs. 135.17 lacs).

Future outlook

While there is a marginal upward trend in the first quarter of the current year, the world economic scenario appears to be subdued. Major economies are virtually stagnant and the Eurozone is in a fluid state. The volatility witnessed in the year under review is expected to persist in the current financial year. Value of Indian Rupee against dollar has been affected. Figures of GDP growth are not encouraging. Political turmoils has aggravated the unstable market situation. Profitability of the Company may be marginally affected during the current year but the Company expects the market to stabilize in near future.

The Company is predominantly export oriented and has high acceptance of its product, both in the international & domestic market, besides cordial relationship with its customers.

Directorate

Shri Dinesh J. Jain and Shri Harin D. Mamlatdarna, Directors of the Company who retire by rotation, and being eligible, offer themselves for reappointment.

Shri Dinesh J. Jain is a commerce graduate and has rich experience of more than 27 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after commercial, administrative and marketing aspects of the business.

Directorship in other Companies: 1

Shri Harin D. Mamlatdarna is commerce graduate and has a rich experience of more than 32 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after production, commercial, export and administrative aspects of the business.

Directorship in other Companies: Nil

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2013-2014 to the Bombay Stock Exchange Ltd.

Subsidiary Company

During the year, the Company has incorporated a Subsidiary Company named Neo Farbe Private Limited. The said Company has not commenced any commercial operations during the year under review. Hence, details relating to Subsidiary Company are not provided for.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors'' Report.

Corporate Governance

A separate Report on Corporate Governance alongwith the Certificate from the Statutory Auditors regarding the

Compliance of conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is provided in a separateAnnexure-ll.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as

Annexure-lll.

Particulars of Employees

There are no employees drawing remuneration in terms of disclosure requirement pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors''Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies

{Amendment} Act, 2000, your Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That 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 a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2013 and of the Profit of the Company forthe year ended on 31.03.2013;

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

4. That the Directors have prepared annual accounts on a going concern basis. Cost Auditors

M/s. Hitesh Batra & Associates, Cost Accountants, Ahmedabad have been reappointed as the Cost auditors to conduct the audit of the cost accounts maintained by the Company forthe financial year ended 31 -03-2014.

Auditors

M/s. G. K. Chokshi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them.

You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.

For and on behalf of the Board

Place : Ahmedabad DEEPAK N. CHOKSHI

Date : 30th May, 2013 Vice Chairman


Mar 31, 2012

The Directors have pleasure in placing before you the Twenty Third Annual Report and Audited Accounts for the year ended on 31st March, 2012.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Total Income 4181.28 4712.91

Profit before depreciation and tax 245.35 164.55

Depreciation 64.30 52.53

Provision for Taxation

Current year 37.00 41.50

Deferred tax 8.88 (0.31)

Profit After tax 135.18 70.82

Balance b/f. from previous year 528.27 457.44

Balance carried to Balance Sheet 663.43 528.26

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2012.

Performance

In spite of recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 4181.28 lacs (previous year Rs. 4712.91 lacs). The net profit after tax was Rs. 135.18 lacs (previous year Rs. 70.82 lacs).

Future outlook

The volatility witnessed in the year under review is expected to continue into the next financial year. The company expects the market to continue to contract and stabilize thereafter.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The economy has witnessed sharp fluctuations in value of Indian Rupee and crude price and profitability of the Company will be substantially affected during the current financial year on account of it.

Directorate

Shri Deepak N. Chokshi, Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. Shri Deepak N. Chokshi having a rich experience of more than 31 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after commercial, financial, accounting, banking and administrative aspects of the business. Shri Jatin B. Surti was appointed as additional Director of the Company. He holds office upto the ensuing Annual General Meeting. He has rich experience of 37 years in the field of banking, finance, accounting and administrative areas. Your Directors recommend his appointment

Shri Pravinchandra D. Master was appointed as additional Director of the Company. He is post graduate in commerce and law graduate. He holds office upto the ensuing Annual General Meeting. He has a rich experience in accounts, banking, finance and administration related work. He has worked as a compliance officer for more than 1 year in a reputed company. He has also worked for many years in various capacities in State Bank of India as Middle Management Executive Scale - III and retired in May 2007. Your Directors recommend his appointment Shri Raghavdas H. Lakhmani was appointed as additional Director of the Company. He holds office upto the ensuing Annual General Meeting. He has rich experience in managing, expanding, administrating and organizing manufacturing units by planning, equipment installation, handling, Government formalities, recruiting support staff, marketing, production, QC, R&D and all other aspects which affect the production and returns. Your Directors recommend his appointment.

Durgesh V. Buch and Shri BhargavD. Karia resigned from the directorship of the Company w.e.f. 14-12-2011. Your Directors express their appreciation for the valuable services rendered by them during the tenure of their office

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2012-2013 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors' Report.

Corporate Governance

A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure-II.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment}Act, 2000, your Directors state :

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

2. That 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 a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2012 and of the Profit of the Company for the year ended on 31.03.2012;

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

4. That the Directors have prepared annual accounts on a going concern basis. Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration. Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve success in these trying times.

For and on behalf of the Board

Place : Ahmedabad HARIN D. MAMLATDARNA

Date: 30th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in placing before you the Twenty Second Annual Report and Audited Accounts for the year ended on 31 st March, 2011.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended 31-03-2011 31-03-2010

Total Income 4712.91 3770.56

Profit before depreciation and tax 164.55 76.10

Depreciation 52.53 39.35

Add. Prior Period Items 0.00 (0.90) Provision for Taxation

Current year 41.50 15.50

Deferred tax (0.31) 1.28

Profit'After tax 70.83 20.87

Balance b/f. from previous year 457.44 436.57

Balance carried to Balance Sheet 528.26 457.44

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31 st March, 2011.

Performance

In spite of recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 4712.91 lacs (previous year Rs. 3770.56 lacs). The net profit aftertax was Rs. 70.83 lacs (previous year Rs. 20.87 lacs).

Future outlook

The volatility witnessed in the year under review is expected to continue into the next financial year. The company expects the market to continue to contract and stabilize thereafter.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The economy has witnessed sharp fluctuations in value of Indian Rupee and crude price and profitability of the Company will be substantially affected during the current financial year on account of it.

Directorate

Shri Harin D. Mamlatdarna, Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. Shri Harin D. Mamlatdarna having a rich experience of more than 30 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after production, marketing, export, commercial and administrative aspects ofthe busi- ness.

Disclosure on Stock Exchanges

The equity shares ofthe Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2011 -2012 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclo- sure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conser- vation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors' Report.

Corporate Governance

A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure-II.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as Annexure - III and forms part of this Report.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That 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 a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2011 and of the Profit of the Company for the year ended on 31.03.2011;

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

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

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve success in these trying times.

For and on behalf of the Board

DEEPAK N. CHOKSI Chairman

Place Ahmedabad Date 14-05-2011




Mar 31, 2010

The Directors have pleasure in placing before you the Twenty First Annual Report and Audited Accounts for the year ended on 31st March, 2010.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended

31-03-2010 31-03-2009

Total Income 3770.56 4161.67

Profit before depreciation and tax 76.10 57.31

Depreciation 39.35 31.33

Add. Prior Period Items 0.90 0.00

Provision for Taxation

Current year 15.50 3.20

Includes Wealth Tax Provision of Rs. NIL

(P.Y. Rs. 10,000/-)

Deferred tax 1.28 (1.28)

Fringe Benefit Tax 0.00 2.05

Profit Aftertax 20.87 22.01

Balance b/f. from previous year 436.57 414.56

Balance carried to Balance Sheet 457.44 436.57

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2010. Performance

The Company faced stiff competition and the margins were under severe pressure during the year under review. Total income was Rs. 37,70,56,068/- (previous year Rs. 41,61,67,281). The net profit after tax was Rs. 20,86,456/- (previous year Rs. 22,01,126).

Future outlook

The recessionary forces appear to be eased and the Index of Industrial Production (IIP) has shown positive move- ment. The growth forecasts are also encouraging. The Company expects the domestic as well as the foreign market to take an upward move during the forthcoming years, which will be of great importance and being an opportunity for the Company to cover up untapped business.

Acute competition and inflationary pressure will be a constraint for the Company to achieve the stage as aforesaid. Inspite of all, the Company has good exposure to the Global market. The quality products of the Company have received good response in the overseas market. The thrust on the competitiveness, research and newer product development and consolidation of customer relationship will result into a bright future for the Company.

Directorate

Shri Dinesh J. Jain, Director of the Company who retires by rotation, and being eligible, offers himself for reappoint- ment. Shri Dinesh J. Jain is a commerce graduate and has rich experience of more than 25 yearsjn the field of dyes and chemicals. He looks after commercial, financial and marketing aspects of the business. Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2010-2011 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public. Insurance

All the properties and assets of the Company are adequately insured. Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors Report. Corporate Governance

The Company has mainly complied with the recommendations and code on Corporate Governance. A separate Report on Corporate Governance together with the Certificate from Auditors is provided in Annexure II.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil. Personnel

During the year under review, cordial relations be continued between the Employees and the Management of the Company. Your Directors hereby would like express their sense of appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That 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 a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2010 and of the Profit of the Company for the year ended on 31.03.2010;

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

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

Compliance Certificate

Pursuant to the provisions of Section 383 (A) (1) of the Companies Act, 1956 read with Rule 3 of the Companies (Compliance Certificate) Rules, 2001 your Company is required to appoint a Company Secretary in whole time Practice for obtaining the Compliance Certificate. Mr. Chetan R. Shah, a Company Secretary in wholetime practice had already been appointed for such Compliance Report for the year 2009-2010. His Compliance Report is attached hereto as Annexure.

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Yqur Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve success in these trying times.

For and on behalf of the Board

Place : Ahmedabad DEEPAK N. CHOKSI

Date: 29-05-2010 , Chairman




Mar 31, 2009

The Directors have pleasure in placing before you the Twentieth Annual Report and Audited Accounts for the year ended on 31 st March, 2009.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended 31-03-2009 31-03-2008

Total Income 4161.67 4319.98

Profit before depreciation and tax 57.31 100.40

Depreciation 31.33 68.85

Provision for Taxation

Current year 3.20 15.40

Includes Wealth Tax Provision of Rs.10,000/- (P.Y.Rs.10,000/-)

Deferred tax (1.28) (5.48)

Fringe Benefit Tax 2.05 3.01

Profit Aftertax 22.01 18.62

Balance b/f. from previous year 414.56 395.94

Balance carried to Balance Sheet 436.57 414.56

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2009.

Performance

In spite of recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 41,61,67,281 (previous year Rs. 43,19,98,473 ). The net profit after tax was Rs. 22,01,126 (previous year Rs. 18,62,114).

Future outlook

The significant downturn seen in the year under review is expected to continue into the first half of the next financial year. The company expects the market to continue to contract and stabilize in early 2010.

The Company has good exposure to the Global market. The quality products of the Company have received good response in the overseas market. The thrust on the competitive strength, newer product development and consoli- dation of customer relationship has resulted into a bright future for the Company. The economy has witnessed sharp fluctuations in value of Indian Rupee and profitability of the Company will be substantially affected during the current financial year on account of it.

Directorate

Shri Deepak N. Choksi, Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. Shri Deepak N. Choksi having a rich experience of more than 29 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after commercial, financial, banking and administrative aspects of the business.

Shri Durgesh V. Buch was appointed as additional Director of the Company w.e.f. 09-12-2008. He holds office upto the ensuing Annual General Meeting. He is a Chartered Accountant and has rich experience in the field of Finance, Accounts, taxation, audit, corporate planning and management. Your Directors recommend his appointment.

Shri Bhargav D. Karia was appointed as additional Director of the Company w.e.f. 09-12-2008. He holds office upto the ensuing Annual General Meeting. He is a Lawyer and has rich experience in the field of Law. Your Directors recommend his appointment.

Shri Bankim M. Patel, Director of the Company resigned from the directorship of the Company w.e.f. 09-12-2008. Your Directors express their deep sense of appreciation for the valuable services rendered by him during the tenure of their office.

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid neces- sary Listing fees for the year*1>009-2010 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors Report.

Corporate Governance

The Company has complied with the recommendations and code on Corporate Governance. A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judge- ments and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2009 and of the Profit of the Company for the year ended on 31.03.2009;

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

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

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employ- ees to achieve success in these trying times.

For and on behalf of the Board

Place: Ahmedabad DEEPAK N. CHOKSI

Date: 30-06-2009 Director



 
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