Directors Report of Gujarat Carbon & Industries Ltd.

Mar 31, 2015

The Directors have pleasure in submitting their Thirty Eighth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review, along with previous year's figures, is given hereunder:

Particulars FYE March FYE March 31, 2015 31, 2014

Net Sales /Income from Business Operations - -

Other Income 0.10 0.77

Total Income 0.10 0.77

Less Interest 0.41 0.00

Profit before Depreciation (11.08) (11.10)

Less Depreciation 0.88 0.66

Profit after depreciation and Interest (11.95) (11.75)

Less Current Income Tax - -

Less Previous year adjustment of Income Tax - -

Less Deferred Tax - -

Net Profit after Tax (11.95) (11.75)

Dividend (including Interim if any and final ) - -

Net Profit after dividend and Tax (11.95) (11.75)

Amount transferred to General Reserve - -

Balance carried to Balance Sheet (11.95) (11.75)

Earnings per share (Basic) (0.10) (0.09)

2. DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company did not carry out any production activity.

The management is in the process of working out possible business alternatives which may be profitably pursued by the company.

5. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in Annexure I to this report

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company has not carried on any production or related operational activities, the information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. The Company has neither earned nor spent any foreign exchange during the reporting period.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Considering the absence of production operations following closure of its plant, the Company has not devised any risk management policy for the time being.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Board has appointed Mr. M. Buha (Practicing Company Secretary, C.P. No. 10487), to conduct the Secretarial Audit for the financial year 2014-15. The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Statutory Auditors and the Secretarial Auditor in their respective reports furnished as Annexure II and III are attached to this report. Secretarial Audit Report is given in Annexure IIIA.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is set out below:

- General understanding of the Company's business dynamics

- Educational and professional background

- Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out his duties and responsibilities effectively.

- Eligibility as per applicable laws, rules and regulations and the Listing Agreement, including criteria of independence where applicable

- Remuneration to Directors is as recommended by the Nomination and Remuneration Committee, approved by the Board / Shareholders as applicable and within the limits specified under the Companies' Act, 2013 and the rules made there under. Due consideration is also given to the existing size and complexity of the Company's operations and its financial situation.

14. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure IV attached to this Report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 5 Board meetings during the financial year under review.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS

Shri M. C. Nalwaya (DIN: 01977633) retires at this Annual General Meeting and being eligible offers himself for re-appointment.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. STATUTORY AUDITORS

M/s Ramanlal G. Shah & Co, Chartered Accountants, were appointed as Statutory Auditors for a period of one year in the Annual General Meeting held on September 27, 2014 (adjourned date) and will retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office if re-appointed. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. You are requested to appoint them and authorize your Directors to fix their remuneration.

22. RISK MANAGEMENT POLICY

Members are requested to refer to paragraph '8' above.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a. Shri Sumit Jhunjhunwala, Independent Director – Chairman of the Committee

b. Shri H. A. Patel, Independent Director

c. Shri R. P. Ganti, Director

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

24. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

25. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

R. P. Ganti M. C. Nalwaya

Director Director

Date: 30th July 2015

Place: Mumbai

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Thirty Seventh Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2014.

This report and the accompanying financial statements have been prepared as per provisions of the Companies'' Act, 1956 as the provisions of the Companies'' Act, 2013 in this regard will be applicable from the financial year beginning April 1,2014.

FINANCIAL RESULTS

The Financial Results of the Company are as under:

Rs in Lacs Particulars FYE March FYE March 31, 2014 31,2013

TurnoverIncome from Operations 0.77 15.11

Profit/ (Loss) from Operations before

Interest and Depreciation (11.27) 3.26

Interest - -

Depreciation 0.66 0.66

Profit / (Loss) after Provision for Tax (11.75) 1.71

Loss Brought Forward (2003.08) (2004.78)

Balance Carried to Balance Sheet (2014.83) (2003.08)

DIVIDEND

In view of losses for the year as well as accumulated losses of the past years, your Directors do not recommend any dividend for the year under review.

OPERATIONS

During the year under review the company has not carried on any production activities.

FUTURE PROSPECTS

The management is in the process of working out possible business alternatives which may be profitably pursued by the company.

SAFETY, HEALTH AND ENVIRONMENT

As no production is being carried out, there is no generation of any effluent.

INSURANCE

Properties of the Company are adequately insured as required.

DIRECTORS'' RESPONSBILITY STATEMENT

Your Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii. The directors have selected such accounting policies as mentioned in Note No.13 of the Annual Accounts and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31sl March, 2014 and loss of the Company for the financial year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaidAct for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of ''Corporate Governance'' as provided in the Listing Agreement with Stock Exchanges in which the Company''s Shares are listed are duly complied with.

A separate report on Corporate Governance and Management Discussion & Analysis are annexed hereto along with Auditors'' Certificate confirming compliance with clause - 49 of the Listing Agreement.

DIRECTORS

Shri R. P Ganti retires by rotation and being eligible, offers himself for re-appointment. Shri Sumit Jhunjhunwala and Shri H. A. Patel are being proposed to be re-appointed as Independent Directors in terms of the applicable provisions of the Companies'' Act, 2013. The Board recommends their re-appointment.

AUDITOR''S REPORT

As regards to the remarks in the Auditor''s Report in paragraph titled ''Basis for qualified opinion'' we invite your attention to the paragraphs on ''Operations'' and ''Future Prospects'' above.

In respect of the remarks on deferred taxation, as a matter of prudence, the management has decided not to recognize any deferred tax asset for the time being till there is virtual certainty of the same getting reversed (i.e. utilized).

In respect of the remarks on non-provision of interest, the management is in discussions with the lenders concerned for obtaining concession / waivers.

AUDITORS

Messrs. Ramanlal G. Shah & Company, Chartered Accountants, theAuditors of the Company, will retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office if re-appointed. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. You are requested to appoint them and authorize your Directors to fix their remuneration

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company has not carried on any production or related operational activities, the requirements 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 are not applicable. The company has also neither earned nor spent any amount of foreign exchange.

PARTICULARS OF EMPLOYEES

Statement showing particulars under Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2014 is not given as no employee has drawn remuneration in excess of the ceiling prescribed under the said Rules.

ACKNOWLEDGMENT

Your Directors wish to express their sincere thanks to Auditors, Government, Banks and other stakeholders for their continued co-operation.

For and on behalf of the Board

R. P. Ganti M. C. Nalwaya K. Mukhopadyay H. A. Patel S. Jhunjhunwala Director Director Director Director Director

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Mar 31, 2013

To the Members of the Company for the year ended 31st March 2013

The Directors have pleasure in submitting the Thirty Sixth Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

The Financial Results of the Company are as under:

Particulars FYE March 31, 2013 FYE March 31, 2012

Turnoverincome from Operations 15.11 8.48

Profit/ (Loss) from Operations before Interest and

Depreciation 326 0.89

Interest - -

Depreciation 0.66 0.66

Profit / (Loss) after Provision for Tax 1.71 0.23

Loss Brought Forward (2,004.78) (1,903.52)

Add: Write-back / write-off / adjustment of old

credit / debit balances - (101.50)

Balance Carried to Balance Sheet (2,003.08) (2,004.78)

DIVIDEND

In view of losses for the year as well as accumulated losses of the past years, your Directors do not recommend any dividend for the year under review.

OPERATIONS

During the year under review the company has not carried on any production activities.

FUTURE PROSPECTS

The management is in the process of working out possible business alternatives which may be profitably pursued by the company.

SAFETY, HEALTH AND ENVIRONMENT

As no production is being carried out, there is no generation of any effluent.

INSURANCE

Properties of the Company are adequately insured as required.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii. The directors have selected such accounting policies as mentioned in Note No.14 of the Annual Accounts and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31s March, 2013 and loss of the Company for the financial year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance

with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of ''Corporate Governance'' as provided in the Listing Agreement with Stock Exchanges in which the Company''s Shares are listed are duly complied with.

A separate report on Corporate Governance and Management Discussion & Analysis are annexed hereto along with Auditors'' Certificate confirming compliance with clause - 49 of the Listing Agreement.

DIRECTORS

Shri K. Mukhopadyay and Shri M. C. Nalwaya retire by rotation and being eligible, offer themselves for re- appointment. The Board recommends their re-appointment.

AUDITOR''S REPORT

As regards the remarks in the Auditor''s Report in paragraph titled ''Basis for qualified opinion'', we invite your attention to the paragraphs on ''Operations'' and ''Future Prospects'' above.

In respect of the remarks on deferred taxation, as a matter of prudence, the management has decided not to recognize any deferred tax asset for the time being till there is virtual certainty of the same getting reversed (i.e. utilized).

In respect of the remarks on non-provision of interest, the management is in discussions with the lenders concerned for obtaining concession / waivers.

AUDITORS

Messrs. Ramanlal G. Shah & Company, Chartered Accountants, Auditors of the Company, retire at this Annual General Meeting and are eligible for re-appointment. You are requested to appoint them and authorize your Directors to fix their remuneration

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company has not carried on any production or related operational activities, the requirements 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 are not applicable. The company has also neither earned nor spent any amount of foreign exchange.

PARTICULARS OF EMPLOYEES Statement showing particulars under Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2013 is not given as no employee has drawn remuneration in excess of the ceiling prescribed under the said Rules.

ACKNOWLEDGMENT

Your Directors wish to express their sincere thanks to Auditors, Government, Banks and other stakeholders for their continued co-operation.

For and on behalf of the Board

R. P. Ganti M. C. Nalwaya K. Mukhopadyay H. A. Patel S. Jhunj hunwala Director Director Director Director Director

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Mar 31, 2011

To the Members of the Company for the year ended 31 st March 2011

The Directors have pleasure in submitting the Thirty Fourth Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2011

FINANCIAL RESULTS

The Financial Results of the Company are as under: (Rs. in Lakhs)

Particulars FYE March FYE March 31,2011 31,2010

TurnoverIncome from Operations 11.30 4.81

Profit/(Loss) from Operations before (9.88) (14.83) interest and Depreciation

Loss on Sale of Assets (Land) (588.75) -

Interest - -

Depreciation 2.76 9.90

Profit / (Loss) After Provision for Tax (683.58) (24.73)

Loss Brought Forward (1853.21) (1828.48)

Balance Carried to Balance Sheet (2536.79) (1853.21)

DIVIDEND

In view of losses for the year as well as accumulated losses of the past years, your Directors do not recommend any dividend for the year under review.

OPERATIONS

During the year under review the company has not carried on any production activities.

In view of the continuing non viability of MEK business, the management had decided to liquidate all saleable assets of the company. After obtaining shareholder approval as per Sec 293 (1) (a) of The Companies Act, 1956, the management had been able to dispose off the plant facilities at Dhanora in the year ended March 31,2009. During the year under review, the management has also been able to negotiate and implement sale of the factory land and related facilities at village Dhanora for a gross consideration of Rs 4.3 Cr. The funds received from the sale of the property have been primarily utilized for settling a part of the overdue loan liabilities of the company.

FUTURE PROSPECTS

The management is in the process of working out possible business alternatives which may be profitably pursued by the company.

SAFETY, HEALTH AND ENVIRONMENT

As no production is being carried out, there is no generation of any effluent. Adequate measures have been put in place to ensure safety of the plant.

INSURANCE

Properties of the Company are adequately insured as required.

DIRECTORS' RESPONSBILITY STATEMENT

Your Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii. The directors have selected such accounting policies as mentioned in Schedule No. 17 of the Annual Accounts and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and loss of the Company for the financial year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of 'Corporate Governance' as provided in the Listing Agreement with Stock Exchanges in which the Company's Shares are listed are duly complied with.

A separate report on Corporate Governance and Management Discussion & Analysis are annexed hereto along with Auditors' Certificate confirming compliance with clause - 49 of the Listing Agreement.

DIRECTORS

Shri H A Patel and Shri A S Bhargava retire by rotation and being eligible, offer themselves for re- appointment. You are requested to reappoint them.

Shri M C Nalwaya was appointed as additional director w.e.f November 12, 2010, and being eligible offers himself for reappointment. You are requested to appoint him.

AUDITOR'S REPORT

As regards to the remarks in the Auditor's Report at para '1', we invite your attention to the paragraphs on 'Operations' and 'Future Prospects' above.

In respect of the remarks on deferred taxation, as a matter of prudence, the management has decided not to recognize any deferred tax asset for the time being till there is virtual certainty of the same getting reversed (i.e. utilized)

AUDITORS

Messrs. Ramanlal G. Shah & Company, Chartered Accountants, Auditors of the Company, retire at this Annual General Meeting and are eligible for re-appointment. You are requested to appoint them and authorize your Directors to fix their remuneration

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the company has not carried on any production or related operational activities, the requirements 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 are not applicable. The company has also neither earned nor spent any amount of foreign exchange.

PARTICULARS OF EMPLOYEES

Statement showing particulars under Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2011 is not given as no employee has drawn remuneration in excess of the ceiling prescribed under the said Rules.

ACKNOWLEDGMENT

Your Directors wish to express their sincere thanks to Auditors, Government, Banks and other stake holders for their continued co-operation.

For and on behalf of the Board

R.P.Ganti S. Jhunjhunwala K. Mukhopadyay H. A. Patel M.C. Nalwaya Director Director Director Director Director

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Mar 31, 2010

The Directors have pleasure in submitting the Thirty Third Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2010

FINANCIAL RESULTS

The Financial Results of the Company are as follows:

Particulars FYE March 31, 2010 FYE March 31, 2009

Tumover/Income from Operations 4.81 7.22

Profit/ (Loss) from Operations before Interest and Depreciation (14.83) (312.88)

Loss on Sale of Plant - (635.22)

interest 0.00 0.00

Depreciation 9.90 10.62

Profit / (Loss) (24.73) (1001,34)

Loss Brought Forward (1828.48) (827.01)

Balance Carried to Balance Sheet (1853.21) (1828.45)

DIVIDEND

In view of losses for the year as well as accumulated losses of the past years, your Directors do not recommend any dividend for the year under review.

OPERATIONS

During the year under review the company has not carried on any production activities.

In view of the continuing non viability of MEK business, the management decided to liquidate all saleable assets of the company. After obtaining shareholder approval as per Sec 293 (1) (a) of The Companies Act, 1956, the management had been able to dispose off the plant facilities at Dhanora for a gross consideration of US$ 1162000. A major portion of the funds received, after meeting expenses of dismantling, shipping and incidentals, had been utilized for settling a part of the loan liabilities of the company. The management has also been able to negotiate sale of the factory land and related facilities at village Dhanora for a gross consideration of Rs 4.3 Cr. The sale of the property is being effected in the ensuing year after completion of legal and other requirements.

FUTURE PROSPECTS

The management is in the process of working out possible business alternatives which may be profitably pursued by the company.

SAFETY, HEALTH AND ENVIRONMENT

As no production is being carried out, there is no generation of any effluent. Adequate measures have been put in place to ensure safety of the plant.

INSURANCE

All the properties and insurable interests of the Company are adequately insured.

DIRECTORS RESPONSBILITY STATEMENT

Your Directors confirm that: i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed. ii. The directors have selected such accounting policies as mentioned in Schedule No.17 of the Annual Accounts and applied them consistently and such judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March. 2010, loss of the Company for the financial year ended on that date; iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; jv. The annual accounts have been prepared on,a going concern basis.:

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with Stock Exchanges in which the Companys Shares are listed are duly complied with.

A separate report on Corporate Governance and Management Discussion & Analysis are annexed hereto along with Auditors Certificate confirming compliance with clause - 49 of the Listing Agreement. "

DIRECTORS

Shri Sumit Jhunjhunwala and Shri K. Mukhopadhyay retire by rotation and being eligible, offer themselves for re-appointment. You are requested to reappoint them.

Shri P. K. Chatterjee, Non-Executive director has resigned on 22-5-2009.

AUDITORS REPORT

As regards to the remarks in the Auditors Report at para 1, we invite your attention to the paragraphs on Operations and Future Prospects above.

In respect of the remarks on deferred taxation, as a matter of prudence, the management has decided not to recognize any deferred tax asset for the time being tilt there is virtual certainity of the same getting reversed (I.e. utilized)

AUDITORS

Messrs. Ramanlat G. Shah & Company, Chartered Accountants. Auditors of the Company, retire at this Annual General Meeting and are eligible for re-appointment. You are requested to appoint mem and authorize your Directors to fix their remuneration CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company has not carried on any production or related operational activities, the requirements 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 are not applicable. The company has neither earned nor spent any amount of foreign exchange, as far as normal production activities are concerned.

PARTICULARS OF EMPLOYEES

Statement showing particulars under Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2010 is not given as no employee has drawn remuneration in excess of the ceiling prescribed under the said Rules. ACKNOWLEDGMENT

Your Directors wish to express their sincere thanks to Auditors, Government, Financial Institutions and Banks for their continued co-operation.

For and on behalf of the Board .

R. P. Ganti H.A. Patei K. Mukhopadrtyay S. Jhunjhunwala Director Director Director Director

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Mar 31, 2009

The Directors have pleasure in submitting the Thirty Second Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2009

FINANCIAL RESULTS

The Financial Results of the Company are as follows:

Particulars FYE March 31, 2009 FYE March 31, 2008

Tumover Income from Operations 7.22 17.25 Profit/ (Loss) from Operations before Interest and Depreciation (312.88) (73.72) Loss on Sale of Plant (635.22) - Interest 0.00 3.48 Depreciation 10.62 133.84 Profit / (Loss) (1001.34) (211.32) Loss Brought Forward (827.01) (615.99) Balance Carried to Balance Sheet (1828.45) (827.32)

DIVIDEND

In view of losses for the year as well accumulated losses of the past years, your Directors do not recommend any dividend for the year under review.

OPERATIONS

During the year under review the company has not carried on any production activities.

In view of the continuing non viability of MEK business, the management decided to liquidate all saleable assets of the company. After obtaining shareholder approval as per Sec 293 (1) (a) of The Companies Act, 1956, the management has been able to dispose off the plant facilities at Dhanora for a gross consideration of US$ 1162000. A major portion of the funds received, after meeting expenses of dismantling, shipping and incidentals of plant, have been utilized for settling a part of the loan liabilities of the company.

FUTURE PROSPECTS

The management is in the process of working out possible business alternatives which can be profitably pursued by the company.

SAFETY, HEALTH AND ENVIRONMENT

As no production is being carried out, there is no generation of any effluent. Adequate measures have been put in place to ensure safety of the plant.

INSURANCE

All the properties and insurable interests of the Company are adequately insured. DIRECTORS RESPONSBILITY STATEMENT

Your Directors confirm that: i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed. ii. The directors have selected such accounting policies as mentioned in Schedule No.17 of the Annual Accounts and applied them consistently and such judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009, loss of the Company for the financial year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided in the Listing Agreement with Stock Exchanges which the Companys Shares are listed are duly complied with. A separate report on Corporate Governance and Management Discussion & Analysis are-annexed hereto along with Auditors Certificate confirming compliance with clause - 49 of the Listing Agreement. DIRECTORS

Shri R. P. Ganti retires by rotation and being eligible, offers himself for re-appointment. You are requested to reappoint him Shri Kalyan Mukhopadhyay ShrrSumit Jhunjhunwala Shri Hasmukh A Patefrwere appointed as Additional Directors on 05-12- 2008 and Shri Anand Swamp Bhargva was appointed as an Additional Director on 27-04-2009. They hold the office up to the ensuing 32nd Annual GeneraL.meeting.-The company has received-a notice in writing from a member proposing their candidature. You are requested to appoint them

Shri R.K. Chatterjee Non-Executive director has resigned on 22-5-2009 —

Shri V.B. Dalai Non Executive Independent director has resigned on 27-07-2008

Shri B L Jhunjhunwala Non- Executive Independent director expired on 17-07-2008. The Board of Directors wishes to place on record its deep appreciation for the guidance and critical inputs provided by Shri Jhunjhunwala during his tenure on the Board. The Directors also convey their heartfelt condolences to the bereaved family. AUDITORS REPORT

As regards tn tha remarks in tho AuditotVReport/at para T, we invite your attention to the paragraphs on Operations and Future Prospects above. In respect of the remarks on deferred taxation, as a matter of prudence, the management has decided not to recognize any deferred tax asset for the time being till there is virtual certainity of the same getting reversed (i.e. utilized)

AUDITORS

Messrs. Ramanlal G. Shah & Company, Chartered Accountants, Auditors of the Company, retire at this Annual General Meeting and are eligible for re-appointment. You are requested to appoint them and authorize your Directors to fix their remuneration .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As the company has not carried on any production or related operational activities, the requirements 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 are not applicable. The company has neither earned nor spent any amount of foreign exchange, as far as normal production activities are concerned. The Company received a gross consideration of US$ 1162000 from the sale of plant to a foreign buyer.

PARTICULARS OF EMPLOYEES

Statement showing particulars under Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 for the year ended 31st March, 2009 is not given as no employee has drawn remuneration in excess of the ceiling prescribed under the said Rules. ACKNOWLEDGMENT

Your Directors wish to express their sincere thanks to Auditors, Government, Financial Institutions and Banks for their continued co-operation.

For and on behalf of the Board

R. P. Ganti H. A. Patel Kalyan Mukhopadhyay

Director Director Director