Directors Report of Gujarat Craft Industries Ltd.

Mar 31, 2015

Dear Member

The Directors are pleasured to present the 31st ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014-15 ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2014-15 2013-14

Operating Profit (Before Interest & Depreciation) 686.50 591.87

Less : Financial Expenses 359.26 281.45

Profit before Depreciation 327.24 310.42

Less : Depreciation 184.99 131.98

Profit before tax 142.25 178.44

Less : Provision for current Tax (after MAT credit) 29.33 36.69

(Add): MAT Credit (27.39) (22.26)

Less: Tax of earlier Year 1.21 -

Less: Deferred Tax Liability 55.46 47.05

Profit aftertax 83.64 116.96

Add: Balance Brought Forward from Previous year 582.21 465.25

Less: Effect of change in accounting policy for Depreciation (9.26) -

Balance carried to Balance Sheet 656.59 582.21

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, your Directors have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Gross revenue from operations during the year under review was Rs. 9727 lacs as compared to Rs. 9707 lacs during 2013-14.

The Operating Profit (Before Interest and Depreciation) was Rs. 686.50 lacs during the year under review compared to Rs. 591.87 lacs during 2013-14 showing an increase of 16%. The Profit before Tax for the year under review was Rs. 142.25 lacs against Rs. 178.44 lacs during 2013-14. The Net Profit of the Company stood at Rs.83.64 lacs compared to Rs. 116.96 lacs for the year 2013-14.

The company has made export at FOB value of Rs. 3317.01 lacs during the year under review compared to Rs. 3843.71 lacs during 2013-14. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India.

6. DIRECTORS:

6.1 Mr. Rishab Chhajer (DIN: 05184646) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

6.2 Ms. Swati S. Gupta (DIN: 07144628), being Independent Director, is being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

6.3 Mr. Binod Chhajer ceased to be Director w.e.f. 31st March, 2015 upon resignation.

6.4 The Board of Directors duly met 8 times during the financial year under review.

6.5 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

6.6 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 31st March, 2015.

6.7 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

7. MANAGERIAL REMUNERATION:

7.1 REMUNERATION OF DIRECTORS:

Sr. Name of the Director Remuneration % Parameters No. & Designation for the year increase 2014-15 over last year



1. Mr. Ashok Chhajer, Rs. 13,20,000/- - - Managing Director

2. Mr. Rishab Chhajer, Rs. 6,60,000/- - - Jt. Managing Director

Sr. Name of the Director Median Ratio Commission No. & Designation of received Employees from Remuneration Holding/ Subsidiary

1. Mr. Ashok Chhajer, 1,01,454 13.01 N.A. Managing Director

2. Mr. Rishab Chhajer, 1,01,454 6.51 N.A. Jt. Managing Director

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

7.2 MARKET CAPITALISATION:

Sr. No. Particulars As on 31-03-2015 As on 31-03-2014

1. No. of Shares 48,88,300 41,08,300

2. Market price 15.16 8.16

3. Market Capitalisation (Rs. In lacs) 741.07 335.24

4. EPS 1.71 3.10

5. P/E Ratio 8.86 2.63

8. KEY MANAGERIAL PERSONNEL:

8.1 % INCREASE IN REMUNERATION OF DIRECTORS & KMP

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)

1. Mr. Ashok Chhajer Managing Director -

2. Mr. Rishab Chhajer Jt. Managing Director -

3. Mr. Raichand Golchha# CFO -

* Appointed during the year 2014-15.

8.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

9. PERSONNEL AND H. R. D.:

9.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company are one hundred. The relationship between average increase in remuneration and Company's performance is as perthe appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

9.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

10. PREFERENTIAL ALLOTMENT OF EQUITY SHARES:

As communicated in the Directors' Report for the year 2013-14, the Company, in the month of April, 2015, has allotted 7,80,000 Equity Shares (upon conversion of 7,80,000 Equity Warrants of Rs. 10/- each) of Rs. 10/- each at a premium of Rs. 17/- per share to Promoters & Promoters' group. There are no material variations between the projections and actual utilization of the funds raised through Preferential Allotment by the Company during the year 2014-15.

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

13. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

14. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co., Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Company Secretary.

15. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

17. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL & CDSL. I SI N for Equity Shares of the Company is: INE372D01019.

18. LISTING:

The Equity Shares of the Company are listed at BSE Limited, Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16. SEBI vide its order dated 14th May, 2015, has granted exist to Madras Stock Exchange Limited (MSE) as a Stock Exchange and in view of the same MSE has been de-recognised as Regional Stock Exchange.

19. GENERAL:

19.1. AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co, Chartered Accounts, Ahmedabad will retire at the ensuing 31st Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

19.2 INSURANCE:

The Company's properties including Building, Plants, and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

19.3 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ASSOCIATES/JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

19.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

For and on behalf of the Board,

Place : Ahmedabad. Rishab Chhajer Ashok Chhajer Date : 29th July, 2015. Joint Managing Director Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors pleasured to present the 30th Annual Report together with the Audited Statement of Accounts for the Financial Year 2013-14 ended on 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs in lacs) Particulars 2013-14 2012-13

Operating Profit (Before Interest & Depreciation) 591.87 518.53

Less : Financial Expenses 281.45 231.31

Profit before Depreciation 310.42 287.22

Less : Depreciation 131.98 125.82

Profit before tax 178.44 161.40

Less : Provision for current Tax (after MAT credit) 36.69 37.67

(Add): MAT Credit (22.26) -

Less : Deferred Tax Liability 47.05 13.11

Profit after tax 116.96 110.62

Add: Balance Brought Forward from Previous year 465.25 354.63

Balance carried to Balance Sheet 582.21 465.25

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, your Directors have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Gross revenue from operations during the year under review was Rs. 9707 lacs as compared to Rs. 6996 lacs during 2012-13.

The Operating Profit (Before Interest and Depreciation) was Rs. 591.87 lacs during the year under review compared to Rs. 518.53 lacs during 2012-13 showing an increase of 14.14%. The Profit before Tax for the year under review was Rs. 178.44 lacs against Rs. 161.40 lacs during 2012-13. The Net Profit of the Company stood at Rs. 116.96 lacs compared to Rs. 110.62 lacs for the year 2012-13 showing an increase of 5.73%.

The company has made export at FOB value of Rs. 3843.72 lacs during the year under review compared to Rs. 2386.96 lacs during 2012-13. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India.

6. DIRECTORS:

Mr. Kashyap R. Mehta and Mr. Anilkumar Bhandari, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013. Mr. Binod Chhajer, retires by rotation at this Annual General Meeting, being eligible offers himself for reappointment. Mr. Ashok Chhajer is being re-appointed as Managing Director of the Company. Mr. Alpesh R. Tripathi ceased to be Director upon resignation on 29th July, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2014 being end of the Financial Year 2013-14 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. ALLOTMENT OF EQUITY SHARES OF RS. 10/- EACH AT PREMIUM OF Rs. 17/- PER SHARE:

The Company allotted 17,75,000 Convertible Equity Warrants of Rs. 10/- each at premium of Rs. 17/- per Warrant on 6th March, 2013 to Promoters and Promoters'' Group after complying with all necessary procedures and guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009.

Pursuant to the condition stipulated for conversion option of Equity Warrants into Equity Shares within 18 months from the date of allotment, Equity Warrant Holders had exercised their option for conversion in March, 2013 and accordingly 4,30,000 Equity Shares were allotted on 15th March, 2013 upon conversion of Equity Warrants after complying with all necessary formalities.

Further the Equity Warrants holders in October, 2013 had exercised their option for conversion and accordingly 5,65,000 Equity Shares were allotted on 28th October, 2013 upon conversion of Equity Warrants after complying with all necessary formalities.

In April, 2014, the Equity Warrants holders had further exercised their option for conversion of remaining Equity Warrants and accordingly 7,80,000 Equity Shares were allotted on 28th April, 2014 after complying with all necessary formalities.

All the above allotted Equity Shares have been listed at Ahmedabad Stock Exchange Limited, BSE Limited and Madras Stock Exchange Limited at the time of their respective conversion. The post conversion of Equity Warrant into Equity Shares, the paid up capital of the Company stood at Rs. 4.89 Crores divided into 48,88,300 Equity Shares of Rs.10/- each. There is no outstanding Convertible Equity Warrants as on date.

9. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Anilkumar Bhandari Chairman

2. Mr. Kashyap R. Mehta Member

3. Mr. Binod Chhajer Member

10. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Anilkumar Bhandari Chairman

2. Mr. Binod Chhajer Member

3. Mr. Kashyap R. Mehta Member

11. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL & CDSL. ISIN allotted to the Equity Shares of the Company is INE372D01019.

12. LISTING:

The Equity Shares of the Company are listed at Ahmedabad Stock Exchange Limited, BSE Limited and Madras Stock Exchange Limited. The Company has paid Annual Listing Fees upto the year 2014-15.

13. MANGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

14. GENERAL:

14.1 INSURANCE:

The Company''s properties including Building, Plants and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

14.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory.

14.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

15. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

16. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad which is attached to the Directors'' Report.

17. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE I ANNEXED HERE WITH:

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. ACKNOWLEDGMENT

Your Directors express their sincere gratitude for the assistance and co operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company''s goals.

for and on behalf of the Board,

Place : Ahmedabad. Rishab Chhajer Ashok Chhajer Date :29th July, 2014. Joint Managing Director Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors present the 29th Annual Report together with the Audited Statement of Accounts for the Financial Year 2012-13 ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in lacs)

Particulars 2012-13 2011-12

Operating Profit (Before Interest & Depreciation) 518.53 361.18

Less : Financial Expenses 231.31 169.34

Profit before Depreciation 287.22 191.84

Less : Depreciation 125.82 93.75

Profit before tax 161.40 98.09

Less : Provision for current Tax (after MAT credit) 37.67 4.49

Less : Deferred Tax Liability 13.11 26.57

Less : Income Tax of Earlier Years 0.24

Profit after tax 110.62 66.79

Add: Balance Brought Forward from Previous year 354.63 287.84

Balance carried to Balance Sheet 465.25 354.63

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/ Tarpaulin was 5,885 M.T during the year under review against 5,075 M.T. during 2011-12. The Gross Sales during the year under review was " 6996 lacs compared to " 5458 lacs during 2011-12.

The Operating Profit (Before Interest and Depreciation) was " 518.53 lacs during the year under review compared to " 361.18 lacs during 2011-12 showing an increase of 43.57%. The Profit before Tax for the year under review was " 161.40 lacs against" 98.09 lacs during 2011-12. The Net Profit of the Company stood at " 110.62 lacs compared to " 66.79 lacs for the year 2011-12 showing an increase of 65.62%.

The company has made export of material worth " 2387 lacs during the year under review compared to " 2134 lacs during 2011-12. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

The installed capacity of PP/HDPE-Fabrics/Sacks/Tarpaulin was increased from 4500 M.T. per annum to 5750 M.T. per annum.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India, Ahmedabad.

6. DIRECTORS:

One of your Directors viz. Mr. Binod Chhajer retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2013 being end of the Financial Year 2012-13 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. ALLOTMENT OF 17,75,000 CONVERTIBLE EQUITY WARRANTS TO PROMOTERS ON PREFERENTIAL BASIS:

The Company, after obtaining necessary approvals, have allotted 17,75,000 Equity Warrants of Rs. 10/ - each at premium of Rs. 17/- per Equity Warrant on 6th March, 2013 to Promoters and Promoters'' Group on Preferential Basis after complying guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009. The said 17,75,000 Equity Warrants are convertible in to 17,75,000 Equity Shares within 18 months of allotment of Equity Warrants.

9. ALLOTMENT OF 4,30,000 EQUITY SHARES OF RS. 10/- EACH AT PREMIUM OF Rs. 17/- PER SHARE:

The Company allotted 17,75,000 Convertible Equity Warrants of Rs. 10/- each at premium of Rs. 17/- per Warrant on 6th March, 2013 to Promoters and Promoters'' Group after complying with all necessary procedures and guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009 as shown in Paragraph 8 above.

Pursuant to the condition stipulated for conversion option of Equity Warrants in to Equity Shares within 18 months from the date of allotment, Equity Warrant Holders have exercised their option to convert their part holding of 4,30,000 Equity Warrants in to 4,30,000 Equity Shares on 15th March, 2013 after complying with all necessary formalities. These Equity Shares have been also listed at Ahmedabad Stock Exchange Limited, BSE Limited and Madras Stock Exchange Limited. The balance 13,45,000 Convertible Equity Warrants may be converted in to 13,45,000 Equity Shares within 18 months of allotment of Equity Warrants at the option of Equity Warrant Holders.

10. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted to the Equity Shares of the Company is INE372D01019.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, BSE Limited, and Madras Stock Exchange Limited and the Company has paid Annual Listing Fees up to the year 2013-14.

12. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

13. ALTERATION IN THE ARTICLES OF ASSOCIATION:

The Company, after obtaining necessary approval of the Members at the Extra Ordinary General Meeting, has altered its Articles of Association by inserting Article 6(g) relating to Equity Warrants Disposal.

14. GENERAL:

14.1 INSURANCE:

The Company''s properties including Building, Plants, and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

14.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. They have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. The Members are advised to appoint Auditors at the ensuing Annual General Meeting. The remarks of Auditors are self explanatory.

14.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration, which requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

15. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

16. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Pinakin Shah & Co, Company Secretaries, Ahmedabad which is attached to the Directors'' Report.

17. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE I ANNEXED HERE WITH:

18. ACKNOWLEDGMENT

Your Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company''s goals.

for and on behalf of the Board,

Place : Ahmedabad. Ashok Chhajer

Date : 16th July, 2013. Chairman & Managing Director

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Mar 31, 2012

The Directors present the TWENTY EIGHTH Annual Report together with the Audited statement of accounts for the Financial Year 2011- 12 ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs)

2011-12 2010-11

Operating Profit (Before Interest & Depreciation) 361.18 312.44

Less : Financial Expenses 169.34 148.00

Profit before Depreciation 191.84 164.44

Less : Depreciation 93.75 69.90

Profit before tax 98.09 94.54

Less : Provision for current Tax (after MAT credit) 4.49 -

Deferred Tax Liability 26.57 31.45

Income Tax of Earlier Years 0.24 -

Profit after tax 66.79 63.09

Add: Balance Brought Forward from Previous year 287.84 224.75

Balance carried to Balance Sheet 354.63 287.84

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/Tarpaulin was 5,075 M.T during the year under review against 3,799 M.T. during 2010-11. The Gross Sales during the year under review was Rs. 5458 lacs compared to Rs. 4111 lacs during 2010-11.

The Operating Profit (Before Interest and Depreciation) was Rs.361.18 lacs during the year under review compared to Rs.312.44 lacs during 2010-11 showing an increase of 15.60%. The Profit before Tax for the year under review was Rs.98.09 lacs against Rs.94.54 lacs during 2010-11. The Net Profit of the Company stood at Rs.66.79 lacs compared to Rs.63.09 lacs for the year 2010-11 showing an increase of 5.86%.

The company was able to export material worth Rs.2134 lacs during the year under review compared to Rs. 798 lacs during 2010-11. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

The installed capacity of PP/HDPE-Fabrics/Sacks/Tarpaulin was increased from 4500 M.T per annum to 5750 M.T. per annum.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded/recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities of Rs. 1659 lacs from State Bank of India, Ahmedabad.

6. DIRECTORS:

6.1 One of your Directors viz. Mr. Alpesh R. Tripathi, retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

6.2. The Board of Directors, in their meeting held on 13th February, 2012 have appointed Mr. Anilkumar Bhandari as Director of the Company. Your approval is sought as per the notice of the 28th Annual General Meeting.

6.3. The Board of Directors, in their meeting held on 13th February, 2012 have appointed Mr. Rishab A. Chhajer as Joint Managing Director of the Company. Your approval is sought as per the notice of the 28th Annual General Meeting.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2012 being end of the Financial Year 2011-12 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted to the Equity Shares of the Company is INE372D01019.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Chennai Stock Exchanges and the Company is generally regular in payment of Annual Listing Fees to all these Stock Exchanges.

10. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. GENERAL:

11.1 INSURANCE:

The Company's properties including Building, Plants, and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. They have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. The Members are advised to appoint Auditors at the ensuing Annual General Meeting.

The remarks of Auditors in paragraph 4 (vi) of their Report relating to non provision of doubtful debts is explained in note 32 to the accounts.

11.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration, which requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

12. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

13. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Pinakin Shah & Co, Company Secretaries, Ahmedabad which is attached to the Directors' Report.

14. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE - I ANNEXED HEREWITH.:

15. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

for and on behalf of the Board,

Ashok Chhajer Chairman & Managing Director

Place : Ahmedabad. Date : 16th July, 2012.

---

Mar 31, 2011

Dear Shareholders,

The Directors present the TWENTY SEVENTH Annual Report together with the Audited statement of accounts for the Financial Year 2010-11 ended on 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs. in lacs)

2010-11 2009-10

Operating Profit (Before Interest & Depreciation) 312.44 201.51

Less : Financial Expenses 148.00 109.53

Profit before Depreciation 164.44 91.98

Less : Depreciation 69.90 51.77

Profit before tax 94.54 40.21

Less : Provision for current Tax - 8.71

Deferred Tax Liability 31.45 1.38

Income Tax of Earlier Years - 0.02

Profit after tax 63.09 30.10

Add: Balance Brought Forward from Previous year 224.75 194.65

Balance carried to Balance Sheet 287.84 224.75

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/ Tarpaulin was 3,799 M. T. during the year under review against 2,825 M. T. during 2009-10. The Gross Sales during the year under review was Rs. 4111 lacs compared to Rs. 2816 lacs during 2009-10.

The Operating Profit (Before Interest and Depreciation) was Rs. 312.44 lacs during the year under review compared to Rs. 201.51 lacs during 2009-10 showing an increase of 55%. The Profit before Tax for the year under review was Rs. 94.54 lacs against Rs. 40.21 lacs during 2009-10. The Net Profit of the Company stood at Rs. 63.09 lacs compared to Rs. 30.10 lacs for the year 2009-10 showing an increase of 110%.

The Company was able to export material worth Rs. 797.59 lacs during the year under review compared to Rs. 530.30 lacs during 2009-10. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

The installed capacity of PP/HDPE-Fabrics/Sacks/Tarpaulin was increased from 3000 M. T. per annum to 4500 M. T. per annum.

4. RECOGNTION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities of Rs. 1267 lacs from State Bank of India, Ahmedabad.

6. DIRECTORS:

One of your Directors viz. Shri Kashyap R. Mehta, retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2011 being end of the Financial Year 2010-11 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted to the Equity Shares of the Company is INE372D01019.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Chennai Stock Exchanges and the Company is generally regular in payment of Annual Listing Fees to all these Stock Exchanges.

10. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. GENERAL:

11.1 INSURANCE:

The Company's properties including Building, Plants and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. They have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. The Members are advised to appoint Auditors at the ensuing Annual General Meeting.

The remarks of Auditors in paragraph 4 (vi) of their Report relating to non provision of doubtful debts is explained in note 2(l) of Schedule 18 to the accounts.

11.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration, which requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

12. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

13. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Mehta Hurkat & Associates, Company Secretaries, Ahmedabad which is attached to the Directors' Report.

14. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE -I ANNEXED HEREWITH.

15. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

for and on behalf of the Board,

Ashok Chhajer Chairman & Managing Director

Place : Ahmedabad. Date : 30th May, 2011.

---

Mar 31, 2010

The Directors present the TWENTYSIXTH Annual Report together witth the Audited statement of accounts for the Financial Year 2009-10 ended on 31stMarch, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs)

2009-10 2008-09

Operating Profit (Before Interest & Depreciation) 201.51 204.18

Less : Financial Expenses 109.53 119.54

Profit before Depreciation 91.98 84.64

Less : Depreciation 51.77 40.59

Profit before tax 40.21 44.05

Less: Provision for current Tax 8.71 4.54

Deferred Tax Liability 1.38 10.27

Provision for Fringe benefit tax - 0.80

Income Tax of Earlier Years 0.02 0.08

Profit after lax 30.10 28.36

Add: Balance Brougtht Forward from Previous year 194.65 166.29

Balance carried to BalanceSheet 224.75 194.65



2. DIVIDEND:

Witth a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/ Tarpaulin was 2,825 M.T. during the year under review against 2,993 M. T. during 2008-09. the Gross Sales during the year under review was Rs. 2816 lacs compared to Rs. 2751 lacs during 2008-09.

The Operating Profit (Before Interest and Depreciation) was Rs.201.51 lacs during the year under review compared to Rs. 204.18 lacs during 2008-09. the Profit before Tax for the year under review was Rs. 40.21 lacs against Rs. 44.05 lacs during 2008-09. the Net Profit of the Company stood at Rs. 30,10 lacs compared to Rs. 28.36 lacs for the year 2008-09.

The Company was able to export material worth Rs. 530.30 lacs during the year under review compared to Rs. 775.18 lacs during 2008-09. the management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS ONE STAR EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as One Star Export house.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities of Rs. 1248 lacs from State Bank of India, Ahmedabad.

6. DIRECTORS:

One of your Directors viz. Shri Binod Chhajer, retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company, He,however, being eligible offers himself for reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2010 being end of the Financial Year 2009-10 and of the profit of the Company for the year;

(lii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance witth 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.

8. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the period under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime (India) Private Limited.

9. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). the Stharetholders have an option to dematerialise their shares with either of the depositories. the ISIN No. allotted to the Equity Sthares of the Company is INE372D01019.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Chennai Stock Exchanges and the Company is generally regular in payment of Annual Listing Fees to all these Stock Exchanges.

11. CORPORATE GOVERNANCE:

the Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. GENERAL:

12.1 INSURANCE: the Companys properties including Building, Plants, and Macthineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

12.2 AUDITORS: the present Auditors of the Company M/s. Kantilal Patel S Co., Cthartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. they have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. the Members are advised to appoint Auditors at the ensuing Annual General Meeting.

The remarks of Auditors in paragraph 4 (vi) of their Report relating to non provision of doubtful debts is explained in note 2(l) of Scthedule 18 to the accounts.

12.3 PARTICULARS OF EMPLOYEES: there is no employee drawing remuneration, wthich requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS: the Company has not accepted any Deposits from general public or from Stharetholders during the year under review.

13. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

14. COMPLIANCE CERTIFICATE UNDER the COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Mehta hurkat 8 Associates, Compay Secretaries, Athmedabad wthicth is attacthed to the Directors Report.

15. PARTICULARS AS REQUIRED UNDER the COMPANIES (DISCLOSURE OF PARTICULARS IN the REPORT OF the BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE -I ANNEXED HEREWITH.

16. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude (or the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Sharetholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.





for and on be half of the Board,

Place : Ahmedabad. Ashok Chhajer

Date : 29th May, 2010. Chairman & Managing Director