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Directors Report of Galaxy Agrico Exports Ltd.

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the TWENTY FIRST ANNUAL REPORT of the company together with the Annual Audited Financial Statements for the year ended 31st MARCH, 2015.

01] FINANCIAL RESULTS: [In Lacs]

Particulars 2014-15 2013-14

Revenue From Operations (Net) 486.67 576.30

Earnings before Interest, Depreciation and Tax 65.36 61.19

Less: Finance Costs (30.99) (40.92)

Depreciation (175.93) (41.52)

Add: Other Income 5.49 5.23

Profit / (Loss) Before Tax (136.07) (15.99)

Less: Tax Expense

Net Current Tax - -

Deferred Tax (37.40) (4.03)

Short provision for tax of previous year - -

Profit / (Loss) After Tax (98.67) (11.97)

Balance Brought Forward from Previous Year 110.43 122.39

Balance Carried Forward to BALANCE SHEET 11.76 110.43

02] FINANCIAL PERFORMANCE:

During the year 2014-15, the total income of the Company amounted to 486.67 Lacs as compared to 576.30 Lacs in the previous year. The economy is showing down trend and simultaneously result of company is also affected. Further from the year 2014-15 there is a change in Depreciation of the assets. Because of new applicable rate of the depreciation, the company showing figures of huge loss before tax. It is very distressing to note that the reserve was wiped out because of loss of the company in present year.

03] DIVIDEND:

The company has generated loss for the current year. The Board of Director did not recommended any dividend..

04] TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to the general reserve.

05] EXTRACT OF ANNUAL RETURN:

Pursuant to the requirement under Section 134(3)(a), extract of annual return in form MGT-9 is appended as Annexure 1 to this report.

06] BOARD MEETINGS:

The Board of Directors met Seven (7) times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

The dates of meeting are as under

27/05/2014 29/05/2014 31/07/2014 05/09/2014

11/11/2014 05/01/2015 10/02/2015

07] DIRECTORS:

There is a material change in the Board of Directors. Mr. Bharat Trambaklal Shah (Din 00167314) and Mr. Shashikant Bhalodi (Din : 00167298) (Independent Director) have resigned from the post of Director w.e.f 05th September 2014.

Mr.Mansukhlal Nathabhai Goani (Din 02167809) AND Mr. Kirankumar Bavanjibhai Govani (Din: 01294557) are appointed as a Independent Director w.e.f 30th September 2014.

One Women Director Mrs. Mausami Sadaria ( Din: 07046365) was appointed as an additional Director

Shri Sanjay J. Patel (Din - 01632620) retires by rotation and being eligible, offers himself for re-appointment.

08] DEPOSIT

The company has not accepted any deposit during the financial year.

09] DECLARATION OF INDEPENDENT DIRECTOR'S:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

10] SUBSIDIARIES:

A wholly-owned subsidiary in the name of "Accumax Rings Limited" has been incorporated in the month of April, 2013. The subsidiary has been established to focus on the Forged Rings business. Your Company will thereafter focus on the Agriculture Equipments & Trading business. The statement containing salient features of the financial statement of the company's subsidiary in the prescribed form AOC-1 is appended as Annexure 2 to this report.

11] CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

12] DIRECTOR'S RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) 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 31st March, 2015 and of the Profit/loss of the Company for that year;

(iii) that the Directors had 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis;

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

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

13] NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors and their remuneration. The Information about Remuneration Policy is stated in the Corporate Governance Report.

14] AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement this company has formed the audit committee. The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters. All the recommendations made by the Audit Committee were accepted by the Board.

15] VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises of group of senior executives of the Company. Protected disclosures can be made by a whistle blower. The policy for the same has been disclosed on the company website at www.galaxyagrico.com

16] DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013:

Investments made and Loans given are disclosed under the respective heads in financial statement. Your Company has not given any Corporate Guarantees in respect of loans as at 31.03.2015.

17] CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are disclosed in Note No. 30 of the Standalone Financial Statements. There is no transaction of related party which is required to show under format AOC-2 attached as Annexure - 3

18] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

19] FOREIGN EXCHANGE EARNINGS AND OUTGO: [in lakhs]

Particulars 2014-15 2013-14

Total foreign Exchange earned 123.70 68.09

Total foreign Exchange expended 3.68 -

20] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.:

Your Company has given utmost priority for conversation of energy while making technical selection of machinery and shall continue to do the same in all the areas in future.

A. Power & Fuel Consumption

Particulars 2014-15 2013-14

(i) Electricity

Units (Numbers) 15,23,250 15,34,470

Total Amount (Rs. in Lakhs) 126.47 138.59

Rate/Unit (Rs.) 8.30 9.03

B. Technology Absorption

The Company has not taken any new technology in particular nor entered into any technology agreement during the period hence the information required is not applicable. The technology used by the Company is indigenously developed and no technology has been imported.

C. Environment

Your company has taken due care so as not to disturb the ecological balance of the region. The company has also planted a number of trees in the surrounding area so as to keep the environment pollution-free.

21] RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving the objectives of the Company. The internal control systems are commensurate with the nature and size of the business of the Company.

The company has published its risk management policy in the web site. The link of the website is www.galaxyagrico.com

22] CORPORATE SOCIAL RESPONSIBILTY:

Since the company does not fall in the criteria mentioned in Section 135(1) of the Companies Act, 2013, the said provisions do not apply to your company.

23] EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY & ESOP:

No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issued during the year.

24] RESIGNATION OF CS MINAL SHAH (COMPANY SECRETARY)

Company had appointed C.S. Minal Shah bearing membership number 27332 on 28.06.2011 and was holding office upto 03.04.2015. She has tender her resignation letter and same was accepted by the board on 20.04.2015 and for same to make it effective board has filled form Dir-12.

25] AUDITORS:

Mr. Arun M. Kothari, auditor of the company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Arun M. Kothari have indicated his willingness to act as such and has confirmed that his re-appointment, if made, shall be within the limits of Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re- appointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

26] SECRETARIAL AUDITOR:

The Board has appointed Mr. Piyush Jethva, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 4 to this Report.

The clarification on some noting in the secretarial audit report

1. It is a procedural lapse on the part of the Company and no malafied intention involved.

2. The Company has given intimation to stock exchange but not displayed it on website.

3. The Company will comply with the requirement soon.

4. The advertisement was published on 09th September 2015. The dispatch was completed before publication of advertisement.

27] PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

28] DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has always believed in providing a safe and harassment free workplace for every individual working in through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations. the company has formulated the Internal Complaints Committee as under

NAME OF DIRECTOR STATUS

Mrs. Mausamiben Sadaria Chairman

Mr. Nathabhai Sadaria Member

Mr. Manoh H. Shah Member

Mr. Sanjay Patel Member

During the year ended 31 March, 2015, the ICC has received no complaints pertaining to sexual harassment

29] CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied with in letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report.

30] BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

31] APPRECIATION:

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. Your Directors also place on record their gratitude to Shareholders & Bankers for their valued support.

For & on behalf of the Board of Directors,

Sd/ Sd/ Nathabhai J. Sadariya Manoj H. Shah (Managing Director) (Whole Time Director)

Place : Veraval -Shapar Date : 31/08/2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT and Audited Accounts of your company for the year ended 31st March, 2014.

Financial Performance

[Rs. In Lakhs]

Particulars 2013-14 2012-13

Revenue From Operations (Net) 576.30 546.24

Earnings before Interest, 61.19 (9.28) Depreciation and Tax

Less: Finance Costs (40.92) (41.46)

Depreciation (41.52) (36.30)

Add: Other Income 5.23 7.82

Profit / (Loss) Before Tax (15.99) (79.22)

Less: Tax Expense

Net Current Tax - -

Deferred Tax (4.03) 4.36

Short provision for tax of previous year - 0.01

Profit / (Loss) After Tax (11.97) (83.59)

Dividend

The directors do not recommend any dividend for the year ended 31st March, 2014.

Performance

Your Company recorded a Net Revenue of Rs.576.30 Lakhs as compared to Rs.546.24 Lakhs in the previous year, thus showing a increase of 5.50%. It incurred Net Loss of Rs. 11.97 Lakhs as compared to Net Loss of Rs.83.59 Lakhs in the previous year.

Subsidiary

A wholly-owned subsidiary in the name of "Accumax Rings Limited" was incorporated in the month of April, 2013. The subsidiary was established to focus on the Forged Rings business and your Company was to transfer its segmental assets and liabilities pertaining to the Forged Rings to its wholly-owned subsidiary. The reason to transfer this business to the subsidiary was to focus on its core activities of manufacturing and export of agriculture implements.

However since last one year, the export market for the agricultre implements has remained subdued. Your company, which was largely focused on the US markets for its agriculture implement business, is facing stiff competition leading to a very moderate growth in the said business.

Further under the newly elected Government, the domestic business sentiments have also changed for the better as it takes the right steps to provide an impetus to economy and industry, reignite industry demand even while enforcing fiscal prudence and contain inflation. This will also help the automobile industry which will lead to increased business of Forged rings where your company is taking steps to increase its footprints

In view of the above, your board feels that it would be in the long term interest of all the stakeholders to continue the bearing ring manufacturing business in the company itself and not to transfer the same to its subsidiary.

Directors

During the year under review, Shri Jayantibhai D. Patel (DIN - 00243132), Managing Director of the company passed away. The company would like to place on record the contribution made by Late Shri Jayantibhai D. Patel during his tenure as the Managing Director of the Company. The Company has appointed Shri Nathabhai J. Sadaria (DIN - 00167254) as the Managing Director of the company. Shri Manoj H. Shah (DIN - 02173383) and Mr. Ajay R. Patel (DIN- 00167284) retires by rotation and being eligible, offers himself for re-appointment.

Responsibility Statement

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

* that in the preparation of the annual accounts, the applicable accounting standards have been followed;

* 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 31st March, 2014 and of the Loss of the Company for that year;

* that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied with in letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement the Audit Committee comprises of the following Directors:

Mr. Bharat T. Shah

Mr. Manoj H. Shah

Mr. Ajay R. Patel

The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters.

Auditors

Arun M. Kothari, Chartered Accountant, auditor of the company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. Arun M. Kothari has indicated his willingness to act as such and has confirmed that his re-appointment, if made, shall be within the limits of Section 141(3)(g) of the Companies Act, 2013.

The observation made by the Auditor in his report with regards to Accounting Standard 15 "Employee Benefits" has been clarified in the relevant Note-J of Statement on Significant Accounting Policies forming part of the financial statements, which is self-explanatory.

Conservation of energy, Technology absorption and Foreign exchange earnings and outgo

Your Company has given utmost priority for conversation of energy while making technical selection of machinery and shall continue to do the same in all the areas in future.

c. Technology Absorption

The Company has not taken any new technology in particular nor entered into any technology agreement during the period hence the information required is not applicable.

The technology used by the Company is indigenously developed and no technology has been imported.

Environment

Your company has taken due care so as not to disturb the ecological balance of the region. The company has also planted a number of trees in the surrounding area so as to keep the environment pollution-free.

Particulars of Employees

There are no Employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

Appreciation

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. Your Directors also place on record their gratitude to Shareholders & Bankers for their valued support.

For and on behalf of the Board,

Sd/- Sd/- Nathabhai J. Sadariya Manoj H. Shah Managing Director Director

Rajkot, 28th May, 2014


Mar 31, 2012

To,The Members of GALAXY AGRICO EXPORTS LTD.,

The Directors have pleasure in presenting the Eighteenth Annual Report along with the Audited Accounts of your company for the Financial Year ended on 31st March, 2012.

[Rs. In Lakhs]

FINANCIAL RESULTS 2011-12 2010-11

Revenue From Operations (Net) 584.61 464.82

Other Income 19.87 17.01

Total Income 604.48 481.83

Profit Before Finance Costs and Depreciation 92.97 74.53

Less : Finance Costs 32.86 15.48

Depreciation 36.80 34.36

Profit Before Tax [PBT] 23.31 24.69

Less : Provision for Tax:

Net Current Tax 0.19 4.60

Deferred Tax 10.38 12.72

Short provision for tax of previous year 0.02 --

Profit After Tax [PAT] 12.73 7.37

Add : Profit brought forward from previous years193.27 185.90

Surplus Carried Forward 206.00 193.27

DIVIDEND:

Your directors do not recommend any dividend for the F.Y. 2011-12.

OPERATIONS:

The Company recorded a total income of Rs.604.48 Lakhs as compared to Rs.481.83 Lakhs in the previous year, thus showing an increase of 25%. It made Profit after tax of Rs. 12.73 Lakhs as compared to Rs.7.37 Lakhs in the previous year.

The company continues to focus on manufacturing of forged rings and has sold off major portion of its Plant and Machinery pertaining to manufacturing of Agricultural implements. The company is in the process of expanding its capacities in the manufacturing of forged rings which would be completed in the upcoming financial year.

DIRECTORS:

Shri Ajay R. Patel and Shri Manoj H. Shah retire by rotation and being eligible, offer themselves for re- appointment.

Shri Jayantibhai Patel is re-appointed as a Managing Director w.e.f 01st April 2012 in Extra Ordinary General Meeting held on 31st March 2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the directors of your company confirm that:

the Annual Accounts for the year ended 31st March 2012 have been prepared in accordance with the Revised Schedule VI applicable to the Company with all the applicable Accounting Standards;

such Accounting Policies have been selected and applied consistently supported by management judgments and estimates, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

proper and sufficient care had been taken for the maintenance of adequate Accounting Records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Accounts for the year ended 31st March 2012 have been prepared on a "going concern" basis;

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied within letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement the Audit Committee comprises of the following Directors:

Mr. Bharat T. Shah Mr. Ajay R. Patel Mr. Manoj H. Shah

The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters.

AUDITORS:

ARUN M. KOTHARI, auditor of the Company will retire at the ensuing Annual General Meeting and is eligible for re-appointment for F.Y. 2012-13. ARUN M. KOTHARI has indicated his willingness to act as such and has confirmed that his re-appointment, if made, would be within the limits specified under Section 224(1-B) of the Companies Act, 1956.

B. Consumption per unit of Production:

Your company manufactures variety of products. The products, before reaching the finishing stage, passes through various operations. It is, therefore, not feasible to furnish the information in respect of consumption of power and fuel per unit of production.

ENVIRONMENT:

Your company has taken due care not to disturb the ecological balance of the region. The company has also planted number of trees in the surrounding area to keep the environment pollution free.

PARTICULARS OF EMPLOYEES:

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your directors wish to express their appreciation to all the employees of the Company for their excellent support and co-operation in achieving the Organizational Goals during the period under review. The Board wishes to thank the Government, Company's Bankers and all other Institutions connected with the company who have extended their support to the company during its operations.

For and on behalf of the Board,

JAYANTILAL D. PATEL MANOJ H. SHAH

Chairman & Managing Director Director

Rajkot, 4th August, 2012


Mar 31, 2010

The Directors have pleasure in presenting their SIXTEENTH ANNUAL REPORT and the Audited Statement of Accounts of your company for the year ended 31st MARCH, 2010

01) FINANCIAL RESULTS: [ Rs. in Lacs]



Particulars 31.03.10 31.03.09

Total Income 592.16 672,19

Total Expenditure excluding Interest & Depreciation 580.77 584.69

Profit before Interest & Depreciation 11.39 87.50

Less : Interest & Financial charges 18.11 32.70

Depreciation & Miscellaneous Expenditure Written Off 34.27 42.34

Profit/(Loss) before tax (40.99) 12.46

Less : Provision for Tax:

Current Tax Nil 0.80

Deferred Tax (1.53) 4.01

Fringe Benefit Tax Nil 0.46

Profit/(Loss) after tax (39.46) 7.19

Balance of P&L A/c. Brought Forward from Previous Year 229.17 226.45

Add : Excess/(Short) Provision of Tax of earlier year 0.30 0.22

Less : Prior Period Expenses Nil (4.69)

Balance of P&L A/c. Carried Forward to Balance Sheet 190.01 229.17



02) DIVIDEND:

Your directors do not recommend any dividend for the year ended on 31st March, 2010.

03) OPERATIONS:

The Company recorded a lower net turnover of Rs. 528.50 Lac as compared to Rs. 692.15 Lac in the previous year and Loss after tax of Rs. 39.46 Lac as compared to Profit of Rs. 7.19 Lac in the previous year.

During the year, the company sold off major portion of its Plant and Machinery used for manufacturing of Agricultural implements and proposes to dispose off the remaining Plant and Machinery of Agricultural implements as an when they get the buyer for the same. Company has set up a manufacturing unit of bearing rings. In future company will expand its capacity in manufacturing bearing rings.

04) RESPONSIBILITY STATEMENT:

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) 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 31st MARCH, 2010 and of the Loss of the Company for that year;

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

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

Your Company has given utmost priority for conversation of energy and shall continue to do the same in future.

A. Power & Fuel Consumption:

(i) I Electricity 2009-2010 2008-2009

a) Purchased:.

Units 1460752 487272

Total Amount Rs. 93,69,265 37,99,983

Rate/Unit Rs. 6.41 7.80

b) Own Generation Nil Nil

Quantity (Ltrs.) 23740 113246

Total Cost Rs. 5,70,186 21,53,288

1 Average Cost (Per Ltr.) Rs. 24.02 19.01



B. Consumption per unit of Production:

Your company manufactures variety of products. The products, before reaching the finishing stage, passes through various operations. It is, therefore, not feasible to furnish the information in respect of consumption of power and fuel per unit of production.

C Foreign Exchange Earning & Outgo:.

[Amt. in tecs]

I 2009-2010 2008-2009

Foreign Exchange earned Rs. 270.12 610.35

Foreign Exchange used US $ Nil 0.10



06} Environment:

Your company has taken due care not to disturb the ecological balance of the region. The company also planted number of trees in the surrounding area to keep the environment pollution free.

07) DIRECTORS:

Shri Manoj H. Shah and Shri Sanjay J. Patel retire by rotation and being eligible offer themselves for re-appointment.

08) PARTICULARS OF EMPLOYEES:

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

09) AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement the Audit Committee comprises of the following Directors:

Mr. Bharat T. Shah Mr. Ajay R. Patel Mr. Manoj H. Shah

The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters.

10) AUDITORS:

M/s. Mistry & Associates Chartered Accountants retired as Auditors of the company. The Company had appointed ARUN M. KOTHARI, Chartered Accountant, as Auditor of the company. He will retire at the ensuing Annual General Meeting and is eligible for reappointment and has indicated his willingness to act as such. Your Directors request you to appoint him as Auditor for the current financial year. He has furnished a certificate to the Company to the effect that his appointment, if made, will be in accordance with the limits specified in Section 224 (IB) of the Companies Act, 1956.

11) CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditors Certificate on its compliance is attached as a part of the Annual Report.

12) ACKNOWLEDGEMENT:

Your directors wish to express their appreciation to all employees of the Company for their excellent support and co-operation in achieving the Organizational Goats during the period under review. The Board wishes to thank the Government, Companys Bankers and all other Institutions connected with the company who have extended their support to the company during its operations.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS,

Jayantilal D.Patel Manoj. H. Shah

Chairman & Managing Director Director

Rajkot, Dated 20th July, 2010

 
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