Directors Report of Eureka Industries Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors present the Annual Report together with the Audited Balance Sheet as at 31st March 2014 and the Statement of Profit and Loss of Eureka Industries Limited for the year ended on 31st March 2014.

COMPANY''S PERFORMANCE:

Your Company''s performance during the year 2013-14 (12 months) and for the period April''12 to March''13 (12 months) is summarized below:

FINANCIAL RESULTS:

The highlights of Financial results for the year ended on 31st March 2014 are:

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 10.00 11.59 Profit/(loss) Before Tax 5.04 3.36

Less : Provision of Taxation 0.89 0.64

Net Profit/(Loss) for the year 4.18 2.72

Balance b/f. from previous year (750.13) (752.85)

Balance Carried to Balance Sheet (745.96) (750.13)

DIVIDEND:

Your Directors are unable to recommend any Dividend on the Equity Shares in view of the financial position of the Company.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to good Corporate Governance practices. Your Directors endeavor to adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices and accordingly has implemented all the major stipulations prescribed.

A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

CASH FLOW STATEMENT:

Cash flow statement in pursuant to Clause 32 of the listing agreement is attached and forms part of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis report is annexed here to as part of the Directors'' Report.

DIRECTORS:

Mr. Ketan A. Gandhi (DIN 02553466), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(2) Appropriate accounting policies have been selected and applied them consistently and judgments and estimates made that are reasonable and prudent so as to give 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.

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The accounts have been prepared on going concern basis.

LISTING OF EQUITY SHARES:

The Company''s securities are listed with Bombay Stock Exchange Ltd, Mumbai.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration falling within the limits specified under Section 217(2A) of the Companies Act, 1956 hence no statement is enclosed.

AUDITORS:

M/s. Kothari Sangawat & Associates (FRN 132985 W) Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their appointment as the Statutory Auditors of the company.

The company has received a certificate from the auditors to the effect their, re-appointment, if made, would be within the prescribed limit u/s. 224 (1B) of the Companies Act, 1956.

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

As required under section 217(1)(e) of the companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, Your Company has no activities relating to Conservation of Energy, Technology Absorption etc.

Foreign Exchange Earning And Outgo: NIL

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude and thank the Customers, Dealers and Suppliers, Investors, Members, Banks, Financial Institutions, Central and State Governments for their continued support and co-operation. Your Directors also thank the employees of the Company across all levels for the sincere and hard work put in by them during the year under review.

For Eureka Industries Limited

Sd/-

Place : Ahmedabad Ketan A. Gandhi Date : May 30, 2014. Director

---

Mar 31, 2012

To, The Members of Eureka Industries Limited

The Directors have pleasure in presenting the Twentieth Annual Report along with the Audited Statement of Accounts of the Company and Auditors Report for the year ended 31st March 2012.

FINANCIAL RESULTS :

The highlights of Financial results for the year ended on 31st March 2012 are as under:

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 5.17 2.68

Profit Before Tax (13.34) 0.80

Less : Provision of Taxation 0.15

Net Profit / (Loss) for the year (13.34) 0.65

Balance B/f. from previous year (739.51) (740.16)

Balance Carried to Balance Sheet (752.85) (739.51)

DIVIDEND:

In View, of the losses, the directors express their inability to recommend any dividend for the year.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company forms part of said report.

CASH FLOW STATEMENT:

Cash flow statement in pursuant to Clause 32 of the listing agreement is attached and forms part of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

MANAGEMENT DISCUSSION & ANAIYSIS REPORT:

The Management Discussion and Analysis report is annexed here to as part of the Directors' Report. DIRECTORS:

Shri Narayan B. Prajapati, Director the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappoint cnent.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(-AA) of the Companies Act, 1956 the Directors confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(2) Appropriate accounting policies have been selected and applied them consistently and judgments and estimates made that are reasonable and prudent so as to give 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;

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) The accounts have been prepared on going concern basis.

LISTING OF EQUITY SHAMES:

The Company's securities are listed with Bombay Stock Exchange Ltd, Mumbai.

PARTICULARS OF EMPLOYEES:

There is no employee receiving remuneration exceeding the limits specified in section 217(2A) of the ' Companies Act, 1956 read with Companies (particulars of employees) Rules 1975 and therefore, there is no need to give any information under this clause.

AUDITORS:

M/s. Jain Jitendra & Co., Chartered Accountants, have expressed their unwillingness to hold office of the Statutory Auditors of the Company due to pre-occupation. A notice has'been received from a member proposing appointment of Sunil Kothari & Co., Chartered Accountants, in place of retiring auditors, M/s Jain Jitendra & Co., Chartered Accountants. Members are requested to appoint the auditors and fix their remuneration.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

As required under section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of particulars in the report of Board of Directors ) Rules 1988 , Your Company has no activities relating to Conservation of Energy, Technology Absorption etc.

Foreign Exchange Earning And Outgo: NIL ACKNOWLEDGEMENT:

The Board of Directors wish to thank the financial Institutions, Bankers, Shareholders, Staff members, Dealers and Regulatory Authorities for their continued assistance , co-operation and encouragement extended to the company

For Eureka Industries Limited

Place: Ahmedabad Ketan Gandhi

Date : 30/05/2012 Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report alongwith the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 3.65 161.18

Profit Before Tax 1.39 160.87

Less : Provision of Taxation 0.22 -

Net Profit /(Loss) for the year 1.17 160.87

Balance B/f. from previous year (741.33) (902.20)

Balance Carried to Balance Sheet (740.16) (741.33)

DIVIDEND:

After reviewing the performance of the company, and for conserving the resources for future needs, your directors are of the opinion that no dividend is to be recommended for the year 31st March, 2010.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate on compliance with Corporate Governance requirements by the Company forms part of said report.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis report is annexed here to as part of the Directors Report.

DIRECTORS:

Mr. Narayan B. Prajapati, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. The Board recommends their reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(2) appropriate accounting policies have been selected and applied them consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities ;

(4) the accounts have been prepared on going concern basis.

LISTING:

The Companys securities are listed with Bombay Stock Exchange Ltd, Mumbai.

PARTICULARS OF EMPLOYEES :

There is no employee receiving remuneration exceeding the limits specified in section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules 1975 and therefore, there is no need to give any information under this clause.

AUDITORS:

M/s. Jain Jitendra & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limit under section 224 (1-B) of the Companies Act, 1956.

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

The Company has no activities relating to Conservation of Energy, Technology Absorption etc.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank the Banks, Shareholders and Regulatory Authorities for their continued assistance and co-operation.

By Order of the Board

Narayan B. Prajapati, Director

Place : Ahmedabad Date : 30.05.2010

---

Mar 31, 2009

The Directors have pleasure in presenting the Seventeenth Annual Report alongwith the Audited Statements of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS:

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 161.18 0.20

Profit Before Tax 160.87 (1.91)

Less : Provision of Taxation

Net Profit /(Loss) for the year 160.87 (1.91)

Balance B/f. from previous year (902.20) (900.29)

Balance Carried to Balance Sheet (741.33) (902.20)

DIVIDEND:

After reviewing the performance of the company, and for conserving the resources for future needs, your directors are of the opinion that no dividend is to be recommended for the year 31 st March, 2009.

FUTURE PROSPECTS:

The company expects that the market of their product will improve in the near future.

FIXED DEPOSITS :

The company has not accepted any deposits from the public in pursuance of section 58A of the Companies Act, 1956 and therefore the provisions of the Act are not applicable.

PARTICULARS OF EMPLOYEES:

There is no employee receiving remuneration exceeding the limits specified in section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules 1975 and therefore, there is no need to give any information under this clause.

AUDITORS:

M/s. Jain Jitendra & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limit under section 224 (1-B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your Directors state

1. That in preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That your Directors have selected such Accounting policies and applied them consistantly and made judgement and estimated that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss Account of the Company for the year.

3. That your Directors have taken proper and sufficient care for the maintenance of the Profit & Loss Account of the Company for the year.

4. That your Directors have prepared Annual Accounts on a going concern basis.

DIRECTORS:

Shri Sushil R. Kejriwala, Director of the Company retired at the ensuing Annual General Meeting of the company and being eligible offers himself for reappointment. The Company recommend their appointment. None of the Directors are interested in the resolutions.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :

As required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988, the relevant information are given below :

A) CONSERVATION OF ENERGY - NIL

B) RESEARCH & DEVELOPMENT

The Company is not carrying out any R&D activities.

C) TECHNOLOGY ABSORPTION

The Company is taking all appropriate measures to observe the Technology in its area of operation.

D) FOREIGN EXCHANGE EARNING & OUTGO

Earning in Foreign Currency (Rs.) - NIL Outgo inForeign Currency (Rs.) - NIL

PERSONNEL:

Your Company has been maintain a very cordial and satisfactory relationship with its employee and your directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the employees at all level, shareholders, clients and financial institutions and banks during the year under review.

For and on behalf of the Board

Place : Ahmedabad Narayan B. Prajapati

Date : 29.06.2009 Director