Directors Report of Gujarat Containers Ltd.

Mar 31, 2015

The Board of Directors are pleased to present the 23rd Annual Report and the Company's audited financial statement for the financial year ended March 31,2015.

(1) FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Revenue from Operations 5507.89 4826.77

Other Incomes 10.72 11.27

Total Revenue 5518.61 4838.04

Profit before Interest, Depreciation & Tax 449.16 373.79

Less: Finance Cost 291.32 239.38

Less: Depreciation & Amortization Expense 91.99 57.05 Add: Exceptional / Prior period adjustment (2.26) - Less: Provision for Taxation 24.87 14.93

Add: Provision for Deferred Tax 4.13 (1.43)

Net Profit 42.85 61.00

2. Dividend:

The Company has decided to plough back the profit for the ongoing modernization, development and the expansion of the project. The Board does not therefore, recommend payment any dividend for the year.

3. Transfer to Reserve:

The Company does not propose to transfer any sum to the General Reserve of the Company.

4. Financial Performance and Operational Review :

During the year under review, the Company yielded Gross Income of Rs. 5518.61 lacs and earned Gross Profit before depreciation, interest and tax of Rs. 449.16 lacs with Net Profit of Rs. 42.85 Lacs as against Gross Income of Rs.4838.04 lacs, Gross Profit before depreciation and Interest and tax of Rs. 373.79 lacs with Net Profit of Rs. 61.00 Lacs of previous year, respectively, registering moderate growth of 14.07 % in Gross income and a decrease of 30 % in Net Profit, as compared to previous year mainly due to charging of increased amount of depreciation as required by law.

5. Directors' Responsibility Statement:

Your Directors state that:

a. in the preparation of annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 at March 31,2015 and of the Profit of the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts 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.

6. Directors and Key Managerial Personnel:

During the year under review,

- Mr. Neil Kiran Shah was appointed as the Chief Financial Officer (CFO) as Key Managerial Personnel of the Company on 5th September, 2014.

- Mrs. Malini Shah was appointed as Women Director on dated 16th January, 2015.

Mr. Nitin Thakkar, Mr. Abji Patel and Mrs. Malini Shah ceased to be Directors of the Company on resignation due to their pre-occupation. The Board places on record its sincere appreciation for the contribution given by Mr. Nitin Thakkar, Mr. Abji Patel and Mrs. Malini Shah during tenure of their directorship.

Mr. Pravin Shah, the Whole Time Director, retires by rotation at the ensuing General Meeting, being eligible offers himself for re-appointment.

Events occurring after close of Financial Year:

- On the recommendation of the Nomination & Remuneration Committee of Independent Directors, pursuant to the provisions of Section 149 of the Act, Mr. Divyakant R. Zaveri (01382184) and Mrs. Neha Vivek Vora (DIN: 07150139) have been appointed as Independent Director and Women Director on the Board from 8th August, 2015, in causal vacancy caused by the resignation of Mr. Nitin Thakkar and Mr. Abji Patel respectively under Section 161 (4), and other applicable provision of the Companies Act, 2013 read with the Articles of Association of the Company.

- The Board of Directors, at said meeting held on 8th August, 2015, appointed Mrs. Neha Vivekvbra(DIN: 07150139) as a Director of the Company to fill the casual vacancy caused by resignation of Mr. Abji Patel under Section 161 (4), and other applicable provision of the Companies Act, 2013 read with the Articles of Association of the Company.

- The Board of Directors of the Company at their meeting held on 8th August, 2015 appointed Mrs. Neha Vivek Vora, as a Whole-time Director designated as an Executive of the Company for a period of 3 (Three) years effective from 8th August, 2015, on the terms and conditions of appointment including remuneration as contained in the draft agreement, a copy whereof, is kept open for the purpose of inspection by the members, with an authority upon the Board of Directors to alter and vary such terms of appointment as may deemed fit, provided that such remuneration shall not exceed the limits specified in Schedule V to the Companies Act, 2013

- Mr. Kapil K. Dighe was appointed as a Company Secretary and Compliance Officer of the Company effective from 8th August, 2015.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

7. Number of Meetings of the Board :

Six Meetings of the Board of Directors, were held during the year on 30th May, 2014, 13th August, 2014, 5th September, 2014,14th November, 2014,12th February, 2015 and 30th March, 2015. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

8. Policy on Directors' Appointment and Remuneration and other details :

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board Report.

9. Board Evaluation & Performance :

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

10. Human Resources:

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

During the year under review, various training and development sessions were conducted to improve the competency level of employees with an objective to improve the operational performance of individuals. The Company has built a competent team to handle challenging assignments. The Company strives to enhance the technical, work related and general skills of employees through dedicated training programs on a continuous basis.

The Company has 110 permanent employees as on 31sl March, 2015.

11. Audit Committee:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Clause 49 of the Listing Agreement. The terms of reference to the Audit Committee are mentioned in the report of the Corporate Governance attached herewith.

12. Management Discussion and Analysis:

The management discussion and analysis report on the operations of the Company as required under the listing agreement with stock exchange (BSE Ltd.) has been given hereunder.

a. Industry Scenario/India key market trends

Economic activity in Asia picked up speed, as exports to advanced economies accelerated. Domestic demand has been consistent, and retail sales across much of Asia have been brisk. Exports, particularly to the United States, Middle East and the euro area, have gained momentum.

India is an emerging economy with sizeable untapped potential for rigid industrial packaging, especially in its main industrial centre's near the coast. Industrial packaging in India is expected to grow with 10% p. a. and will remain largely dominated by metal and plastic drums. India's industrial maturity is still relatively low and low-value; low- quality packaging will increasingly be replaced by rigid industrial packaging products. Thus, industrial packaging demand growth exceeds GDP and underlying industry forecasts. The need for roll able package products such as drums is partly influenced by the country's lack of a sufficient infrastructure network and easy ways for transportation.

As explained, the Indian packing industry as a whole, on positive, progressive sea change and is expected to tremendous with the encouraging support of the Government.

b. Opportunities and Threats:

Your Company operates in such an area where a large market exists and offers ample opportunities for growth. Your Company's products are well-received in the market. However, the Company faces tremendous competitions in the market.

c. Outlook:

Your Directors are well aware of the competition by manufacturers and prevailing scenario and have created a strategy to overcome this difficulties.

In view of inflationary trend and keen competitions prevailing in the market, your Directors feel the performance of the Company has been reasonably good. Your Directors are also aware of the fact that Indian Packing industry is highly potential to growth but competitive and fragmented.

The management is conscious about the changing scenario in industry and review take place regularly.

d. Risks and concerns:

i. Macro-economic risks: Risks emanating from changes in the global markets such as the recent financial meltdown, regulatory or political changes, and alterations in the competitive landscape could affect the Company's operations and outlook. Any adverse movements in economic cycles in the Company's target markets could have a negative impact on the Company's performance. This risk is mitigated to some extent due to the Company's presence in multiple, diverse markets.

ii. Risk related of Raw Materials: Risks associated with key procurement relationships include:

a. the availability of raw materials;

b. the price of raw materials may be subject to material changes in worldwide pricing levels;

c. input costs such as freight and electricity may be inconsistent or prices may increase; and

d. key supplier relationships may be lost or impaired, contracts renewed on less favorable terms or key suppliers may cease or reduce their operations.

The Company plans well in advance to procure the raw materials. The Company purchase raw materials from the domestic as well as internationally reputed supplier located in different parts of words to mitigate risk relating to availability of raw materials.

e. Internal Control System and their Adequacy:

Company's systems for internal control and risk management go beyond what is mandatorily required to cover best practice reporting matrices and to identify opportunities and risks with regard to its business operations. The Company has mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions. The Company intends to undertake further measures as necessary in line with its intent to adhere to procedures, guidelines, and regulations as applicable in a transparent manner. The Company maintains adequate internal control systems that provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets. The Company's internal control systems are supplemented by an internal audit program and periodic reviews by the management. The Company has appointed an independent audit firm as its Internal Auditors, and the Audit Committee reviews its findings and recommendations at periodic intervals. Company's internal control system is adequate considering the nature, size and complexity of its business.

f. Financial Performance :

Financial performance of the Company has been indicated hereinabove.

g. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play a pivotal role in offering better product quality, design and services to our customer. We ensure that employees gain ample opportunities for personal and professional growth. High quality recruitment supports the talent management practices of the Company. To augment the journey of internationalization of the Company and create a multicultural work force, strengthening leadership cadre with appropriate domain competencies has been done. The Company continues to foster a high performance culture by recognizing good performers and providing them with career enhancing opportunities. Several HR initiatives have been taken for the strategic alignment of the HR function with the business objectives. These initiatives encompass employee engagement, learning & development besides improved internal communication mechanism with employees.

h. Insurance:

All the properties and insurable interests of the Company including buildings, plants & machineries and stocks, have been adequately insured.

i. Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include financial position of the company, economic conditions affecting demand / supply, price conditions in the domestic and overseas market in which the company operates, changes in the government regulations, tax laws and other statutes.

13. Risk Management:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed by the Board of Directors, through mitigating actions on a continuing basis.

14. Safety, Environment and Health :

The Company considers safety, environment and health as the management responsibility. Regular employee training programs are carried out in the manufacturing facilities on safety, environment and health. Necessary measures required are taken to avoid any kind of mishap.

15. Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments if any have been disclosed in the financial statements.

16. Particulars of Contracts or Arrangements with Related Parties :

Particulars of transactions with Related parties as required in Accounting Standard - 18 and as per Section 188 of the Companies Act, 2013, for the year under review, are given at Note 30 (F) on notes on Financial Statements annexed to this Report.

All the Contracts and the transactions entered by the Company during the financial Year with related parties where on arm's length basis, in ordinary course of business and were in compliance with the applicable provisions of the Act. There are no materially significant related party transactions made by the Company with the promoters a / Directors / KMP or other designated persons which may have potential conflict with the interest of the Company.

17. Corporate Social Responsibility (CSR):

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees to ensure a positive impact and its commitment towards corporate social responsibility.

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

In terms of Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility (CSR) Committee but the Company has not taken any initiative on CSR in view of non applicability.

18. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace :

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

19. Vigil Mechanism/Whistle Blower Policy :

The policy has been enumerated in detail in the Corporate Governance Report

20. Significant and Material Orders Passed by the Regulators or Courts :

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

21. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:

Energy Conservation, Technology, Absorption and Foreign Exchange Earnings and Outgo:

A) Conservation of Energy:

Your Company is serious in conserving energy by reducing consumption of power by implementing closed monitoring over plan running and adequate maintenance of electric components of plants and other machinery. The Company has not made any capital investment but for conservation of energy continued earlier/same actions.

B) Technology absorption:

Your Company has not take new technology for absorption and hence it has neither imported any technology nor made any expenditure on research and developments.

C) Foreign Exchange earnings and outgo:

The Company has neither imported nor exported any goods and Services in the financial year 2014-2015 hence there was no inflow or outflow of foreign exchanges.

D) The change in nature of business:

There is no change in the business of the company during the year under review.

22. Particulars of Employees and Remuneration :

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2014-2015.

The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure-A forming part of the Report. None of the employees listed in the said Annexure is related to any Director of the Company.

23. Share Capital :

The Company has neither issued sweat equity shares nor any equity shares on Rights Basis nor Preference Shares nor Bonus Shares nor any stock options to any person nor redeem any Preference Shares nor shares bought back, during the year under review. However it has converted Warrants into 4,00,000 Equity Shares of Rs. 10/- each at par, in accordance with the terms of issue.

24. Auditors:

(1) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. V K Shastri & Co, Chartered Accountants, was appointed as Statutory Auditors of the Company from the conclusion of the 22nd Annual General Meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the 25th AGM to be held in the calendar year 2017, subject to ratification of their appointment at every AGM. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Jayesh Vyas & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended March 31,2015. The Secretarial Audit Report is annexed as Annexure B.

The Auditors' Report and the Secretarial Audit Report for the financial year ended March 31,2015 do not contain any qualification, reservation, adverse remark or disclaimer.

(3) Internal Auditor

Your Company has appointed M/s Bhavindip Seth & Co, Chartered Accountant, Vadodara as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

25. Deposits:

The Company has not accepted any deposit from Public except from Directors. As at 31st March, 2015, the Company has no unpaid and / or unclaimed deposit.

26. Extract of Annual Return :

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

27. Acknowledgement:

The Board places on record its deep appreciation for the continued contribution and support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and the Stakeholders, in furthering the interest of the Company.

Date: 08-08-2015 By Order of the Board of Directors,

Place: Vadodara

Kiran Arvindlal Shah

Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report of the Company along with Audited Accounts for the Financial Year ended on 31 st March, 2014.

(1) FINANCIAL HIGHLIGHTS:

PARTICULARS 2013-2014 2012-2013 (Rs.) (Rs.)

Income from Operation 482,677,578 503,206,251

Other Income 1,127,237 9,88,269

Total Income 483,804,815 504,194,520

Operating & Administrative Expenses 446,424,410 465,836,598

Operating Profit before Interest, Depreciation and Tax 37,380,406 38,357,922

Interest and Financial Charges 23,938,005 194,40,707

Depreciation and Amortisation 5,705,459 49,88,620

Profit Before Extraordinary items Tax 7,736,942 139,28,595

Extraordinary items 0 63,497

Prof it Before tax 7,736,942 139,92,092

Tax 1,493,274 3,36,8511

DeferredTax 143,498 3,60,122

Profit After Tax 6,100,171 102,63,458

PERFORMANCE:

The Indian economy has witnessed challenges on every front during the year 2013-14. The Manufacturing sector stagnated, affecting overall growth. High inflation and rising prices coupled with decline in the value of rupee to all time low resulted in a less than optimal investment climate. The overall economic slow down in the country during the year also affected the Company''s operations.

The total revenue for the year ended 31st March, 2014 was Rs. 4838.04 Lacs as against Rs. 5041.94 Lacs in the previous year. The Earnings Before Interest, Depreciation, Tax and Amortisations (EBIDTA) for the year was Rs.373.80 Lacs as against Rs. 383.58 lacs for FY 2013 showing a marginal decline of 2.55%.

Profit After Tax (PAT) stood at Rs. 61.00 Lacs as compared to Rs. 102.63 lacs for the previous year.

DIVIDEND

In view of the expansion plan of the company, the Directors of your Company do not recommend any dividend for the year ended March 31,2014.

PREFERENTIAL SHARES

During the year the Company has allotted 400000 Lacs Equity Shares at a price of Rs. 14.20 each on the conversion of Convertible Warrants to the promoter and promoter group on preferential allotment basis.

FIXED DEPOSITS

During the year under review, the company has not accepted any fixed deposits from the public.

INSURANCE

All the properties and insurable interest of your company including buildings, plant and Machinery, stocks, loss of profit and standing charges are adequately insured.

DIRECTORS

Pursuant to Sec. 149 of the Companies Act, 2013, Your Directors are seeking appointment of Mr. Dinesh Kamdar, Mr. Nitin J Thakkar and Mr. Uday P Madhwani as independent Directors of the Company for a term of two year upto the date of the 24th Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the accounts for the financial year ended March 31,2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the accounting policies selected have been applied consistently and judgments and estimates made 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 or loss of the Company for the year under review;

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

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

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

A. CONSERVATION OF ENERGY

1. Energy Conservation Measure taken:

i) Maintained high power factor through the year.

2. Additional investment and proposal, if any, being implemented for reduction and consumption of energy:

3. Impact of measure at (1) and (2) above for reduction of Energy Consumption and consequent impact on production of goods.

i) Reduction in power consumption

B. FOREIGN EXCHANGE EARNING & OUTGO:

During the year, the Company has neither earned nor spent any foreign exchange.

PERSONNEL:

During the year under review, there is no employee whose particulars are required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 1988.

AUDITORS :

M/s. V K Shastri & Co, Chartered Accountants (Firm Registration No. with ICA1113325W), present Statutory Auditors of the Company will retire at the ensuing

Annual General Meeting.

Consequent to the introduction and applicability of the Companies Act, 2013 (''the Act'') w.e.f. 1 st April, 2014, the statutory Auditors are required to be appointed as per new provisions of the said Act Pursuant to the provisions of section 139 of the Act and rules made there under, the Audit firm, if appointed as Auditor in the Annual General Meeting shall be appointed for a consecutive period of 5 years. It has also been mentioned in the said rules that the period for which the Audit firm has held office as an auditor prior to the commencement of the Act, shall be taken into account for calculating the period of five consecutive years or ten consecutive years, as the case may be.

As per the provisions of the Act read with the Companies (Audit and Auditors) Rules,2014, if an individual auditor has been functioning as auditor in the same company for 5 or more than 5 years, then he may be appointed in the same company for a period of 3 years(including transitional period).

Accordingly, M/s V K Shastri & Co., Chartered Accountants (Firm Registration No. with ICAI - 113325W) are proposed to be appointed as Statutory Auditors for a term of three years in the ensuing Twenty Second Annual General Meeting to hold the office till the conclusion of Twenty Fifth Annual General Meeting.

The observations in the Auditors'' Report read with the Notes to Accounts are self explanatory and do not require any comments.

CORPORATE GOVERNANCE

The company is committed to adherence to best corporate governance practices. A separate section on Management Discussion and Analysis, Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

HUMAN RESOURCES

The strength of your Company lies in its team of its competent and motivated personnel. This has made possible for your Company to make significant improvements and progress in all areas of its working. The Company has continued its endeavor to impart appropriate and relevant training to its employees at various levels with a view to equip them to take up the challenges ahead and to enhance their performance in the overall interest of the Company. The industrial relations remained cordial during the year.

ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and cooperation received from the Banks, employees, shareholders and all concerned towards performance of the Company during the year under review.

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara Kiran Shah Date : September, 05, 2014 Chairman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2011.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2010-2011 2009-2010 (Rs.) (Rs.)

Gross Profit Before Depreciation & Tax : 35,278,460 18,680,351

(less): Depreciation (4,191,515) (3,857,620)

Profit/(Loss) before Taxation: 31,086,945 14,822,731

(less): Provision For Taxation (314,000) 373,119

(add) Provision For Deferred Tax (32,529) 929,457

Provision For FBT - -

Profit/(Loss) After Taxation: 31,146,064 15,719,659

(less):Extra ordinary items (29,842,236) (19,080,014)

Profit/(loss) after Extra Ordinary Items 1,303,828 (3,360,356)

(Less):profit/(loss) brought forward (2,704,389) 655,967

Profit/(loss) Carried forward to Balance Sheet (1,400,561) (2,704,389)

(2) DEPOSITS:

The Company has not accepted any deposit during the year within the meaning of the provisions of the Companies (Acceptance of Deposits) Rules, 1975.

(3) DIVIDENDS:

By keeping in view, losses, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60, 00,000 per annum or Rs.5, 00,000 per month for any part of the year or more and hence no particulars have been furnished as specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rule, 1975.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

1. Energy Conservation Measure taken:

i) Maintained high power factor through the year.

2. Additional investment and proposals, if any, being implemented for reduction and consumption of energy: NIL

3. Impact of measures at (1) and (2) above for reduction of Energy Consumption and consequent impact on production of goods, i) Reduction in power consumption

B. FOREIGN EXCHANGE EARNING & OUTGO:

During the year, the Company has neither earned nor spent any foreign exchange.

(6) CORPORATE GOVERNANCE REPORT

Corporate Governance Report as per Clause 49 of Listing Agreement with Stock- Exchange is annexed herewith

(7) DIRECTORATE:

Your Directors have appointed Mr. Nitin J. Thakkar, Mr. Dinesh S. Kamdar and Mr. Udaybhai P.Madhwani as Additional(Non executive Independent) Directors of the Company pursuant to Section 260 of the Companies Acts, 1956 to hold office upto next Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 fortheir appointment have been received.

Mr. Abjee V.Patel retire at the ensuing Annual General meeting and being eligible offer themselves for reappointment.

(8) DIRECTORS' RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

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

(iii) Your Directors have 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;

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

(9) NOTE ON WRITE OFF:

During the year end company has valued certain old inventories at the net realized value in accordance and conformity with AS 2 as prescribed by ICAI and also the qualification made by the auditors in their audit report of earlier years from Financial Year 2003-

04. Your company has taken utmost care to use the old inventory; however to conform the quality standard of products manufactured by your company; management decided to dispose off all the non-useable inventory; accordingly the inventories are valued at lower of cost or net realizable value to avoid all qualifications by auditors of the company and to conform to applicable mandatory Accounting Standard 2; the difference between the cost and netrealisable value has been charged to Profit and Loss account during the year and is considered as extraordinary items.

(10) AUDITORS:

M/s V.K. Shastri & Co., Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting. You are requested to appoint the Auditors and fix their remuneration

(11) COMPLIANCE CERTIFICATE

M/S DEVESH VIMAL & CO. Practicing Company Secretaries, Secretarial Auditors of the Company have submitted the Compliance Certificate under Rule 3(1) of the Companies (Compliance Certificate) Rule, 2001 read with Section 383A (1) of the Companies Act, 1956.

(12) ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Government, and Banks at all levels during the year under review. Your Directors deeply acknowledge the trust and confidence you have placed in your Company. Your Directors also wish to place on record their deep appreciation for the services rendered by the officers, staffs and workers of the Company at all level for their dedication and loyalty

Place: Vadodara FOR AN DON BEHALF OF THE BOARD

Date : 31-7-2011 Sd/-

Kiran Shah Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report and Audited Accounts of the Company for the year ending 31st March, 2010.

FINANCIAL RESULTS : (Rs. in Lacs) 2009-10 2008-09

Sales and Other income 2811.68 2470.81

Profit before Interest & Depreciation 282.02 200.30

Interest 124.12 124.21

Depreciation 38.58 36.76

Provision for Taxation 0.21 1.75

Net Profit 157.31 73.97

Less : Exceptional Item. 190.80 242.21

Balance Brought Forward form Previous Year +6.56 +174.81

Balance Carried to Balance Sheet -36.39 +6.56

DIVIDEND:

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

DIRECTORS:

Shri Pravin Shah wholetime Director retires by rotation and elisible offers himself for re- appointment.

INSURANCE:

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

PARTICULARS OF EMPLOYEES :

The particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is NIL.

AUDITORS:

M/s. V. K. Shastri & Co. Chartered Accontants, the present Auditors of the Company, retires and being eligible, offer themselves for reappointment.

The Company has obtained a certificate under Section 224 (IB) of the Companies Act, 1956 from the Auditors to effect that their appointment if made, would be within the prescribed limit in the said Section.

AUDITORS REPORT:

Observation of Auditors in their report if any, is explained in note to the accounts at note No. I, K, L & M notes to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Board States that

i) In the preparation of the annual accounts for the year ended on 31st March, 2010 the applicable accounting standards has been followed and there has been no material departures from the said standards.

ii) The directors has selected such accounting policies and applied them consistently and made judgement 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 at 31st March, 2010 and the profits of the company for the year ended on the day.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting statement 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 irrigularities.

iv) The directors have prepared the annual accounts for the year ended on 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report as per Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

PERTICULARS OF CONSERVATION OF ENERGY, ETC. :

Information in accordance with Clause (e) of Sub-Section (1) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules -1988 and forming part of the Directors Report for the Year ended 31 st March, 2009 is given in Annexure "A" of this Report.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Government, and Banks at all levels during the year under review. Your Directors deeply acknowledge the trust and confidence you have placed in this Company. The Directors also wish to place on record their deep appreciation for the services rendered by the officers, staff and workers of the Companny at all levels for their dedication and loyalty.

For and on behalf of the Board,

Place : Baroda

Date: 31-7-2010 (KIRAN SHAH)

Chairman & Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting their Seventeenth Annual Report and Audited Accounts of the Company for the year ending 31st March, 2009.

FINANCIAL RESULTS : (Rs. in Lacs) 2008-09 2007-08

Sales and Other income 2470.81 2432,82

Profit before Interest & Depreciation 236.69 139.72

Interest 124.21 77.94

Depreciation 36.76 47.39

Provision for Taxation 1.70 3.17

Net Profit 73.97 11.22

Less : Exceptional Item 242.21 NIL Prior Period Balance Brought Forward form Previous Year 174.81 163.59

Balance Carried to Balance Sheet 6,57 174.81

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2009 to plough back the fund.

DIRECTORS :

Shri Abjee Patel wholetime Director retires by rotation and elisible offers himself for re- appointment.

INSURANCE :

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

PARTICULARS OF EMPLOYEES :

The particulars of the employees as required under Section 217 {2A} of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is NIL

AUDITORS :

M/s. V. K. Shastri & Co. Chartered Accontants, the present Auditors of the Company, retires and being eligible, offer themselves for reappointment.

The Company has obtained a certificate under Section 224 (1B) of the Companies Act, 1956from the Auditors to effect that their appointment if made, would be withinthe prescribed : limit in the said Section.

AUDITORS REPORT :

Observation of Auditors in their report if any, is explained in note to the accounts.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Board States that

i) In the preparation of the annual accounts for the year ended on 31st March, 2009 the applicable accounting standards has been followed and there has been no material departures from the said standards.

ii) The directors has selectedsuch accounting policies and applied them consistently and made judgement 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 at 31st March, 2009 and the profits of the company for the year ended on the day.

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting statement 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 irrigularities,

iv) The directors have prepared the annual accounts for the year ended on 31 st March, 2009 on a going concern basis.

CORPORATE GOVERNANCE REPORT :

Corporate Governance Report as per Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

PERTICULARS OF CONSERVATION OF ENERGY, ETC. :

Information in accordance with Clause (e) of Sub-Section {1} of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in trie report of Board of Directors) Rules -1988 and forming part of the Directors Report for the Year ended 31st March, 2009 is given in Annexure "A" of this Report.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Government, and Banks at all levels during the year under review. Your Directors deeply acknowledge the trust and confidence you have placed in this Company. The Directors also wish to place on record their deep appreciation forthe services rendered by the officers, staff and workers of the Companny at all levels for their dedication and loyalty.

For and on behalf of the Board,

Place : Baroda

Date: 30/06/2009 (KIRANSHAH)

Chairman & Managing Director