Directors Report of Excel Castronics Ltd.

Mar 31, 2015

Dear Members,

The Directors feel pleasure in presenting their 23rd Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2014-15 are as under: (Rs. In Lacs) Particulars Current Year Previous Year 2014 - 15 2013 - 14 Rs. Rs.

Sales & Other Income 305.93 406.67

Financial Expenses 0.17 0.07

Depreciation 0.70 1.38

Profit / (Loss) Before Taxation 71.26 4.44

Provision for Income Tax 13.86 NIL

Provision for Deferred Tax 0.15 40.57

Profit after Taxation 57.56 45.02

Appropriation for Interim Dividend and Tax there on 24.43 NIL

Transfer to General Reserve NIL NIL

Surplus brought forward 55.82 10.80

Balance Carried to Balance Sheet 88.95 55.82

2. OPERATIONS:

During the year, the company has shown notable progress in its business operations. After switching into the Castor Seeds business, the Company is able to generate more revenues and profit. However, the tough competitive market has decreased the profitability of the Company. The company anticipates more development in the business in the year to come.

The Ahmedabad Stock Exchange Limited has confirmed the delisting application of the Company. Now the equity shares of the Company are listed with The Bombay Stock Exchange Ltd. only.

3. DIVIDEND:

During the year, Company has paid interim Dividend at 2.5% based on financial performance during the quarter ended on December 31, 2014. Company does not recommend any Annual Dividend.

4. FINANCE

A. DEPOSITS AND LONG TERM BORROWINGS:

During the year, Company has not accepted any Deposits or long term borrowings from any party.

B. RELATED PARTIES TRANSACTIONS

During the year, Company has not entered in related party transactions as defined under section 188 of Companies Act 2013 and hence no disclosure have been made in relevant section.

5. SUBSIDIARIES AND JOINT VENTURE

Company does not have any subsidiary companies. Company has not made any investment in Joint Venture.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2014-15, the Board of Directors states that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have 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 as on 31st March, 2015 and of the profits for the year ended 31st March, 2015;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

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

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

7. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness was observed.

8. AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions of the Companies Act, 2013 (the "Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company recommends to appoint Mr. Vipul J. Shah, Chartered Accountants (Membership No. 101537), as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Sixth Annual General Meeting subject to approval of the members from year to year and at such remuneration as shall be fixed by the Board of Directors.

The Auditors' report for financial year 2014-15 is self explanatory and forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors has appointed M/s. J Akhani Associates, Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2014-15. A Secretarial Audit Report for FY 2014-15 is annexed herewith as Annexure A.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

The Board has appointed M/s J Akhani & Associates, Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2015-16.

9. DIRECTORS AND KEY MANAGARIAL PERSONNEL:

APPOINTMENT AND RESIGNATION

Subsequent to the notification of section 149 of Companies Act 2013, the Board of Directors of the Company in their Board Meeting held on 10.02.2015 has proposed appointment of Mr. Vallabhji Thacker as Additional Non Executive and Ms. Payal Madiyar as Non Executive Woman Director of the company.

During the year, Mr. Arvind Ambalal Thakkar and Mrs. Archanaben Shinde, Independent Directors resigned from the board due to their preoccupation w. e. f. 10.02.2015.

RE APPOINTMENT OF DIRECTORS

There are no Directors on the board whose term of office expires during this FY 2015-16 and hence the Board does not recommend any reappointment of Directors.

DIRECTORS RETIRING BY ROTATION

All present directors on board are Additional Directors, their appointment has not been confirmed by the members in Annual General Meeting and hence there are no Directors liable to retire by rotation.

Company is in process of recruiting an appropriate Company Secretary.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has received declaration from Independent Directors for FY 2014-15 confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under review, the Board met 12 times.

POLICY ON DIRECTORS' APPOINTMENT

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification / appointment of Directors which are as under:

Criteria for Appointment:

A) The proposed Director shall meet all statutory requirements and should:

- Possess highest values, ethics and integrity.

- Not have any direct or indirect conflict with business operations.

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

- Board Members may suggest any potential person to the Chairman of the Company meeting the above criteria. If the chairman deems fit, recommendation will be made by him to NRC.

- Chairman himself can also recommend a person to NRC.

- NRC shall process and evaluate the proposal and shall submit their recommendation to Board.

- Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation

The Board considered and approved criteria for performance evaluation of itself, that of its committees and individual directors as follow:

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation, meetings.

Criteria for Independent and Non Independent Directors' evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders' interest.

MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board, its Committees and Individual Directors was carried out as per process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards, was coordinated by the Chairman of Independent Directors' meeting for Board and Non-Independent Directors while the process of evaluation of the Independent Directors was coordinated by the Chairman of the Company. Based on this, Chairman of the Company briefed the Board and each of the Individual Directors, as applicable.

10. REMUNERATION

REMUNERATION POLICY

The Company has formulated the policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees of the Company which is as under:

A) Components of Remuneration

- Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to General Managers & above employees), Conveyance Allowances / Reimbursement, Company's contribution to Provident Fund, Superannuation Fund, Gratuity, etc.

- Variable Pay, which is either in the form of:

Commission to Managing Directors and Commission to Whole-time Directors

B) Annual Appraisal process:

Annual Appraisals are conducted, following which annual increments and promotions in deserving cases are decided once in a year based on:

- Employees self-assessment

- Assessment by Immediate Superior and

- Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of

- Economic Rise based on All India Consumer Price Index published by the Government of India or Internal Survey wherein inflation on commonly used items is calculated.

Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors as follows:

- Sitting Fees of Rs. 3000/- for each meeting of the Board or any Committee thereof, attended by them;

- Reimbursement of Expenses incurred by Independent Directors for attending any meeting of the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As the Directors of the Company have not been paid any remuneration, disclosure under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required.

11. AUDIT AND RISK MANAGEMENT:

During the year, the Board decided that the Audit Committee shall also carry out the role of Risk Management and so Audit Committee has been re named as Audit and Risk Management Committee and also changed its terms of reference in this context.

Composition and Attendance of Audit Committee:

Name of Members of Designation 29.05.14 14.08.14 15.11.14 14.02.15 Audit Committee

Mr. Arvind Thakkar* Chairman V V V -

Mrs. Archanaben Shinde* Member V V V -

Mr. Kantiji Thakor* Member V V V V

Mr. Bhavinkumar Patel** Member V V - -

Mr. Jayesh Vallabhaji Member - - - V Madiyar **

Mrs. Payal Jayeshbhai Member - - - V Madiyar **

* Mr. Arvind Thakkar resigned w. e. f. 10.02.2015.

* Ms. Archana Shinde resigned w. e. f. 10.02.2015

* Mr. Bhavin Patel resigned w. e. f. 08.08.2014

** Mr. Jayesh Madiyar appointed w. e. f. 24.06.2014

** Mr. Vallabhji Thacker and Ms. Payal Madiyar appointed w. e. f. 10.02.2015 VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy since March 2015 in compliance with Listing Agreement and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis.

RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for the Company. It has identified and assessed various risks factors, with potential impact on the Company in achieving its strategic objectives or may threaten its existence. The Policy lays down procedures for risk identification, assessment, monitoring, review and reporting. The Policy also lists the roles and responsibilities of Board and Risk Management Committee.

12. ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.

13. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, Report on Corporate Governance forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to the Board's Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report form part of this Annual Report.

15. CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2014-15, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Accounts) Rules 2014.

16. THE EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed to this Directors' Report.

17. APPRECIATION AND ACKNOWLEDGMENT

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

PLACE: RAJKOT BY ORDER OF THE BOARD DATE: 30.05.2015 FOR EXCEL CASTRONICS LIMITED

JAYESH MADIYAR DIRECTOR

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Mar 31, 2014

Dear Members,

The Directors feel pleasure in presenting their 22nd Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2014.

FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2013-14 are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2013 - 14 2012 - 13 Rs. Rs.

Sales & Other Income 406.67 177.22

Financial Expenses 0.07 0.11

Depreciation 1.38 0.57

Profit / (Loss) Before Taxation 4.44 6.52

Provision for Income Tax NIL NIL

Provision for Deferred Tax 40.57 NIL

Profit after Taxation 45.02 6.47

Prior Period Adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus brought forward 10.80 (268.72)

Balance Carried to Balance Sheet 55.82 10.80

The financial figures shows the following trends:

- Increase in Revenue by Rs. 231 Lacs.

- Increase in PAT by Rs. 38.00 Lacs

- Increase in EPS by Rs. 1.08

OPERATIONS:

During the year, the company has shown notable progress in its business operations. After switching into the Castor Seeds business, the Company is able to generate more revenues and profit. However, the tough competitive market has decreased the profitability of the Company. The company anticipates more development in the business in the year to come.

The Ahmedabad Stock Exchange Limited has confirmed the delisting application of the Company. Now the equity shares of the Company are listed with The Bombay Stock Exchange Ltd. only.

DIVIDEND:

Due to insufficient profits, Directors do not recommend any dividend.

DEPOSITS:

The Company has not accepted any deposits from Public under section 58A during the year under review.

DIRECTORS:

Mr. Kantiji Thakor Director of the Company whose term of office is liable to determination by retirement of directors by rotation at this Annual General Meeting and being eligible for reappointment, offers himself for reappointment.

Mr. Bhavin Patel has resigned from the Company due to his preoccupation. Board takes on record his valuable contribution in the Company. During the year Mr. Jayesh Madiyar was appointed as Additional Director w. e. f. 24/06/2014 and his term of office expires at this Annual General Meeting. On request received from members, name of Mr. Jayesh Madiyar is recommended for appointment as Director in Company and subsequently also as a Managing Director of the Company w. e. f. 02/09/2014.

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit & Auditors) Rules 2014, the statutory auditor of the Company, being chartered accountant shall hold the office in such capacity up to six years. Accordingly the term of office of M/s Samir M. Shah & Associates, Chartered Accountant, Ahmedabad, expires. Hence the board recommends the appointment of M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad as Statutory Auditor of the Company for the financial year 2014-15. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 139 (1) and section 141 of the Companies Act 2013. The appointment of auditors is required to be confirmed by the members in every Annual General Meeting, hence, your Directors propose to appoint the Statutory Auditors as set out in the notice accompanying the Annual Accounts.

The observations contained in the Audi report submitted by M/s Samir M. Shah & Associates, Chartered Accountant, Ahmedabad are self explanatory and does not require any further explanation.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, the Company complies with all the conditions prescribed there under. As part of Clause 49 requirement, Management Discussion and Analysis Report and Corporate Governance Report have been prepared and is annexed to Directors Report for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

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

(B) that the Directors have 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 ended on 31st March, 2014 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2013-14, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended from time to time.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

PLACE: AHMEDABAD DATE: 29.05.2014 BY ORDER OF THE BOARD FOR EXCEL CASTRONICS LIMITED

KANTIJI THAKOR DIRECTOR

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Mar 31, 2013

The directors feel pleasure in presenting their 21st Annual Report together with the Audited Statements of accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS:

During the year under review, the company has gained notable results after shaking hands with other corporate bodies. The Company has made a net profit of Rs. 6.46 lacs net of Taxation during the year under review. The financial results indicate positive results after gaining corporate synergy through brief extracts of the financial results during the year are as under:

(Rs.In Lacs)

Particulars Current Year Previous Year 2012 - 13 2011 - 12 Rs. Rs.

Sales & Other Income 177.22 0.00

Profit / (Loss) before Depreciation & Taxation 7.08 (49.18)

Less/(Add) : Depreciation 0.57 0.57

Profit / (Loss) before Taxation 6.51 (49.75)

Less/(Add) : Prior Period Adjustments 0.00 0.00

Less/(Add) : Provision for Taxation 0.05 0.00

Profit / (Loss) after Appropriation 6.46 (49.75)

Deferred Tax Asset / (Liabilities) 0.00 0.00

Add. : Balance Brought forward (268.72) (218.97)

Balance Carried forward to Balance Sheet 10.80 (268.72)

OPERATIONS:

During the year, the company has commenced trading operations and has shown notable trade in the Commodity market. The company anticipates more development in the business in the year to come.

DIVIDEND:

The Company wishes to retain the profits for future development. Hence the Directors do not recommend any Dividend.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A from the public during the year under review.

DIRECTORS:

All the former Directors of the Company being Mr. Sumeet Sethi, Mr. Rohit Thakkar and Mr. Pravinbhai Joshi, have ceased to be the members of the Board w. e. f. 30.05.2013 with the approval of Composite scheme of amalgamation and with the scheme becoming effective and the new Directors Mr. Kantiji Thakor, Mr. Bhavin Patel and Mr. Pankaj Jadav have been appointed as Additional Directors on the Board of Company w. e. f. 30.05.2013.

STATUTORY AUDITORS:

M/s Samir M. Shah & Associates, Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 224 (1-b) of the Companies Act 1956. The said auditors will be appointed as the auditors of the Company at the ensuing Annual General Meeting. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

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

(B) that the Directors have 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 ended on 31st March, 2013 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2013 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

The major element of energy is power consumption. The Company is involved into the trading of commodities. Hence the company is not required to furnish the information with regard to consumption 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) Rules, 1988.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

For and on behalf of the Board of Directors

PLACE: AHMEDABAD KANTIJI THAKOR PANKAJ JADAV

DATE: 30/05/2013 DIRECTOR DIRECTOR

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Mar 31, 2012

Dear Members,

The directors feel pleasure in presenting their 20th Annual Report together with the Audited Statements of accounts for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS:

The company has made a Loss of Rs. 49.75 lacs before provision of Taxation during the year under review. The brief extracts of the financial results during the year are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2011 - 12 2010 - 11 Rs. Rs.

Sales & Other Income 0.00 8.48

Profit / (Loss) before Depreciation & Taxation (49.18) 7.59

Less/(Add) : Depreciation 0.56 1.48

Profit / (Loss) before Taxation (49.75) 6.11

Less/(Add) : Prior Period Adjustments 0.00 0.00

Less/(Add) : Provision for Taxation 0.00 0.00

Profit / (Loss) after Appropriation (49.75) 6.11

Deferred Tax Asset / (Liabilities) 0.00 0.00

Add. : Balance Brought forward (218.97) (225.08)

Balance Carried forward to Balance Sheet (268.73) (218.97)



OPERATIONS:

Due to tough financial condition and obsolete equipments, the company is undergoing stressed phase to operate. It is under constant efforts to overcome the stringent condition. The Company is under negotiating stage to shake the hands with other corporate and with their corporate network; the company hopes to come out of the stringent condition.

DIVIDEND:

As the Company, does not have any revenue generation, no dividend is recommended.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A from the public during the year under review.

DIRECTORS:

Shri Rohit Thakkar, being the Director liable to retire by rotation, retires at the Annual General Meeting and being eligible for reappointment, offers himself for reappointment. During the year, Shri Rohit Thakkar was appointed as the Additional Director w. e. f. 07.05.2011 and was subsequently confirmed as the Director in the previous annual general meeting. Smt. Yogita Sethi resigned from the Board of the Company due to her preoccupation w. e. f. 12.10.2011. Shri Rajnikant Jadav resigned from the Board w. e. f. 21.11.2011. Consequently your Board of Directors has appointed Shri Pravin Joshi w. e. f. 21.11.2011, as a Director appointed in casual vacancy.

STATUTORY AUDITORS:

M/s Samir M. Shah & Associates, Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company hold the office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 224 (1-b) of the Companies Act 1956. The said auditors will be appointed as the auditors of the Company at the ensuing Annual General Meeting. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383A of the Companies Act 1956, the company having paid up capital of more than Rs. 10 Lacs and below Rs. 5 Cr. is required to obtain a Compliance Certificate from the Practicing Company Secretary confirming the compliance with the provisions of Companies Act 1956. Accordingly M/s. J. Akhani & Associates, the Practicing Company Secretary, Ahmedabad has been appointed to issue the Compliance Certificate to the Company for the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

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

(B) that the Directors have 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 ended on 31st March, 2012 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2012 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO

The major element of energy is power consumption. For manufacturing of industrial and medical gases, the company does not require substantial energy. The technologies of the Company have become obsolete and are not much fruit full. Besides, during the year under review, the company has not carried out the business operations and so the company is not required to furnish the information with regard to consumption 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) Rules, 1988.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.



For and on behalf of the Board of Directors



PLACE: AHMEDABAD SUMEET SETHI ROHIT THAKKAR DATE: 02/07/2012 MANAGING DIRECTOR DIRECTOR

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Mar 31, 2010

The directors have pleasure in presenting then 18th Annual Report on the business and operations of the company and the financial accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

The company has made a Loss of Rs. 148,330/- before provision of Taxation during the year under report.

(Rs. In Lacs) Particulars Current Year Previous Year Rs. Rs.

Sales & Other Income - 225,815

Profit / (Loss) before Depreciation & Taxation (40) 201,815

Less/(Add): Depreciation 148,290 148,289

Profit/ (LossTbefore Taxation (148,330) 53,526

Less/(Add): Prior Period Adjustments - -

Less/(Add): Provision for Taxation - 5,514

Profit/ (Loss) after Appropriation (148,330) 48,012

Deferred Tax Asset / (Liabilities) - -

Add.: Balance Brought forward (22,860,306) (22,908,318)

Balance Carried forward to Balance Sheet (23,008,636) (23,860,306)

OPERATIONS :

The slack economic conditions prevailing to the Industries in the Country. Your Company has no Turnover during the year. Net Loss for the year ended on 31st March 2010 amounts to Rs. 148,330/-. However, your Directors are trying hard to develop new markets.

The Directors of your Company are hopeful that the coming year will bring heers to the stumbling economy ant to your Company.

DIVIDEND:

Your Directors want to conserve the surplus fund for future expansion purpose so no dividend has been declared.

FIXED DEPOSIT :

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

DIRECTORS :

Mrs. Yogita S. Sethi being liable to retire by rotation at ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Sharvan D. Sethi has resigned (w. e. f. 11.05.10) and Mr. Jagdish A. Akhani has been appointed as Director in his Place (w. e. f. 22.04.10).

AUDITORS:

The Auditors, M/s Samir M. Shah & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

The directors declare and confirm:

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

(B) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the i state of affairs of the Company at the end of the financial year ended on 31st March, 2010 and of the profit of the company for the that year.

(C) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2010 in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO

Information pursuant to 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 is given in ANNEXURE-A annexed hereto, which forms part of this Report.

PARTICULARS OF EMPLOYEES:

The company has no employee for which the particulars as envisaged U/s 217 (2A) is required to be given.

APPRECIATION:

We wish to place on record our deep appreciation of the devoted services of the workers & staff of the Company which have, in no small way, contributed to the Companys progress. We are also grateful to the banks for their continued help and co-operation.

By Order Of Board of Directors FOR AHMEDABAD GASES LTD.

DIRECTOR

Date : 04/09/2010

Place: AHMEDABAD