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Directors Report of Gujarat Foils Ltd.

Mar 31, 2014

The Shareholders,

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

Financial Results

Your Company''s financial performance during the year has been encouraging and summarised below:

(Rs. In Lacs) Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Gross Income from Operations 44,855.30 36,186.10

Less: Excise Duty 1,863.15 1,752.91

Net Income from Operations 42,992.15 34,433.19

Profit before Depreciation, Finance cost and Taxation 5,010.19 4,237.74

Less: Depreciation and Amortisation 1,114.37 1,112.01

Profit before Finance cost and Taxation 3,895.83 3,125.73

Less: Finance Cost 2,609.04 2,309.00

Profit before Taxation 1286.79 816.73

Tax Expense

- Current Tax 290.00 164.00

- Deferred Tax 76.20 48.22

- Earlier Years - 0.86

Profit after Taxation 920.59 603.65



Review of Operations

During the year under review, the Company''s Net Income from operations stood at Rs. 42,992.15 Lacs as compared to Rs. 34,433.19 Lacs in the previous year, thereby registering a growth of about 24.86%. Profit before finance cost and taxation for the year under review stood at Rs. 3,895.83 Lacs against Rs. 3,125.73 Lacs in the previous year, thereby registering a growth of about 24.64 %. Profit after Tax registered a growth of about 52.50 % and increased from Rs. 603.65 Lacs to Rs. 920.59 Lacs.

Dividend

Keeping in mind the capital requirement for future growth of the Company and to conserve higher resources for operations of the Company, your Directors have not recommended any dividend for the Financial Year ended 31st March, 2014.

Share Capital

During the Financial Year under review, the Authorized Share Capital of the Company was re-classified as Rs. 500,000,000/- (Rupees Fifty Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakh) Equity Shares of Rs.10/-(Rupees Ten Only) each and 2,50,00,000 (Two Crores Fifty Lakh) Preference Shares of Rs.10/-(Rupees Ten Only) each.

The Company allotted 250,00,000 10% Non-Convertible, Non- Cumulative, Redeemable Preference Shares of face value of Rs.10/- at a premium of Rs. 10/- each

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public or its employees within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Directors

Mr. Kanchan Murarka, Director (DIN 00058823) of the company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment .

With the implementation of New Companies Act, 2013 , all the Independent Directors shall be re-appointed as Independent Director pursuant to the provisions of Section 149 and Section 152 of the Companies Act, 2013.

Mr. Surendra Kumar Tuteja has expressed his unwillingness to be re-appointed as Independent Directors of the Company and seeks retirement at ensuing Annual General Meeting.

Mr. Satish Chandra Gupta, and Mr. Rahul Chhajed are proposed to be appointed as Independent Directors of the Company under the Companies Act, 2013 to hold office for 2 (Two) consecutive years for a term upto 31st March, 2016, not liable to retire by rotation .

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the notice convening this Annual General Meeting.

The above appointments/re-appointments form part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your directors state that:

a. the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

b. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended as on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

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

Auditors

M/s H.R. Agarwal & Associates, Chartered Accountants, the Statutory Auditors of the Company, (having Firm Registration No. 323029E) hold office upto the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

Your Directors recommend their appointment as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting upto the conclusion of the 27th Annual General Meeting of the Company held thereafter (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) to audit financial accounts for the financial year ending on 31st March, 2015.

Auditors'' Observations

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

Cost Auditor

Pursuant to Section 233B (2) of the Companies Act,1956, the Board of Directors on the recommendation of the Audit Committee had appointed M/s S K Agarwal & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2013-2014 and necessary approval from Central Government was also received by the Company.

M/s. S K Agarwal & Associates, Cost Accountants, have confirmed that their appointment, is within the limits of section 224 (1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under Section 233B (5) read with Section 224 (3) and Section 226 (4) of the Companies Act, 1956.

Subsidiary Companies

The Company does not have any subsidiary Company.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s H.R. Agarwal & Associates, Chartered Accountants, is forming part of this Annual Report and separately attached.

E-Voting facility to Members

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 22nd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Securities (India) Limited (CDSL).

Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

Personnel

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

During the year under consideration, there were no employees, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Acts 1956 read with the rules thereunder.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure "A" to this report.

Acknowledgments

Your Directors wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, Banks, Financial Institutions, Customers, Vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Company''s growth and progress during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for Investors, Shareholders and Employees of the Company for their continued support towards conduct and operations of the Company.

For and on behalf of the Board

Place:- Mumbai Abhay Lodha Date:- 12th August, 2014 Chairman DIN 00052194


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting this 21stAnnual Report of your Company together with the Audited Accounts for the Financial Year ended on 31st March, 2013.

Financial Results

Your Company''s financial performance during the year has been encouraging and summarised below:

(Rs. In Lacs)

Particulars Year Ended Year Ended 31st March, 2012 31st March, 2012

Gross Income from Operations 36,186.10 27,902.53

Less: Excise Duty 1,752.91 1,779.80

Net Income from Operations 34,433.19 26,122.73

Profit before Depreciation, Finance cost and Taxation 4,237.74 3,626.66

Less: Depreciation and Amortisation 1,112.01 977.93

Profit before Finance cost and Taxation 3,125.73 2,648.73

Less: Finance Cost 2,309.00 2,094.95

Profit before Taxation 816.73 553.78

Tax Expense

- Current Tax 164.00 100.07

- Deferred Tax 48.22 221.57

- Earlier Years 0.86 -

Profit after Taxation 603.65 232.14



Review of Operations

During the year under review, the Company''s Net Income from operations stood at Rs. 34,433.19 Lacs as compared to Rs. 26,122.73 Lacs in the previous year, thereby registering a growth of about 31.81%. Profit before finance cost and taxation for the year under review stood at Rs. 3,125.73 Lacs against Rs. 2,648.73 Lacs in the previous year, thereby registering a growth of about 18 %. Profit after Tax registered a growth of about 160 % and increased from Rs. 232.14 Lacs to Rs. 603.65 Lacs.

Dividend

Keeping in mind the capital requirement for future growth of the Company and to conserve higher resources for operations of the Company, your Directors are unable to recommend any dividend for the Financial Year ended 31st March, 2013.

Share Capital

During the Financial Year under review, the Authorized Share Capital of the Company increased from Rs. 150,000,000/- (Rupees Fifteen Crores Only) to Rs. 500,000,000/- (Rupees Fifty Crores Only) divided into 50,000,000 ( Five Crores) Equity Shares of Rs. 10/- each (Rupees Ten Only). There were no change in paid up share capital of the Company.

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Directors

During the year under review, Mr. Vijay Chadha and Mr. Pradeep J. Saxena have resigned from directorship of the Company on 10th July, 2012. The Board places on record its appreciation for their valuable contribution during their tenure as Director of the Company.

During the current year, Mr. Surender Kumar Tuteja and Mr. Rahul B. Chhajed were appointed as Additional Directors in the meeting of the Board of Directors held on 11th April, 2012 and 10th July, 2012 respectively. Further Mr. Viresh Mathur and Mr. Sanjiv Goel were appointed as Additional Directors in the meeting of the Board of Directors held on 14th August, 2012. The Company had received notice in writing from members proposing their candidature, for the office of Director and in furtherance to same all additional Directors were re-appointed in the previous Annual General Meeting of the members of the Company held on 26th September, 2012.

Mr. Prasenjit P Datta and Mr.Satish Chandra Gupta,Directors of the Company, who are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the notice convening this Annual General Meeting.

The above appointments/re-appointments form part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your directors state that:

a. the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

b. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended as on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

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

Auditors

M/s H.R. Agarwal& Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company and to audit financial accounts for the financial year ending on 31st March, 2014.

Auditors'' Observations

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

Cost Auditor

Pursuant to Section 233B (2) of the Companies Act,1956, the Board of Directors on the recommendation of the Audit Committee had appointed M/s P. M. Nemad & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2012-13 and necessary approval from Central Government was also received by the Company. However, the said Cost Auditor tendered his resignation on personal ground. The Board, upon recommendation of Audit Committee, appointed M/s. S. K. Agarwal & Associates, Cost Accountants, for conducting the Cost Audit of the Company for the Financial Year 2012-13. The Board, upon recommendation of Audit Committee, also appointed M/s. S. K. Agarwal & Associates, Cost Accountants, for conducting the Cost Audit of the Company for the Financial Year 2013-14.

M/s. S. K. Agarwal & Associates, Cost Accountants, have confirmed that their appointment, is within the limits of section 224 (1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under Section 233B (5) read with Section 224 (3) and Section 226 (4) of the Companies Act, 1956.

Subsidiary Companies

The Company does not have any subsidiary Company.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s H.R. Agarwal& Associates, Chartered Accountants, is forming part of this Annual Report and separately attached.

Personnel

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

During the year under consideration, there were no employees, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Acts 1956 read with the rules thereunder.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure "A" to this report.

Acknowledgements

Your Directors wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, banks, financial institutions, customers, vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Company''s growth and progress during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for investors, shareholders and employees of the Company for their continued support towards conduct and operations of the Company.



For and on behalf of the Board



Place: Mumbai Abhay Lodha

Date: 13thAugust, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting to you this 20th Annual Report of your Company together with the Audited Accounts for the Financial Year ended on 31st March, 2012.

Financial Results

Your Company's financial performance during the year has been encouraging and summarised below:

(Rs. In Lacs)

Particulars Year Ended Year Ended 31st March, 2012 31st March, 2011

Gross Income from Operations 27,902.53 24,206.16

Less: Excise Duty 1,779.80 1,692.63

Net Income from Operations 26,122.73 22,513.53

Profit before Depreciation, Finance cost and Taxation 3,626.66 2,300.74

Less: Depreciation and Amortisation 977.93 792.27

Profit before Finance cost and Taxation 2,648.73 1,508.47

Less: Finance Cost 2,094.95 1,100.02

Profit before Taxation 553.78 408.45

Tax Expense

- Current Tax 100.07 84.85

- Deferred Tax 221.57 137.06

Profit after Taxation 232.14 186.54

Review of Operations

During the year under review, the Company's Net Income from operations stood at Rs. 26,122.73 Lacs as compared to Rs. 22,513.53 Lacs in the previous year, thereby registering a growth of about 16.03%. Profit before finance cost and taxation for the year under review stood at Rs. 2,648.73 Lacs against Rs. 1,508.47 Lacs in the previous year, thereby registering a growth of about 75.59%. Profit after Tax registered a growth of about 24.45% and increased from Rs. 186.54 Lacs to Rs. 232.14 Lacs.

Dividend

Keeping in mind the capital requirement for future growth of the Company and to conserve higher resources for operations of the Company, your Directors do not recommend dividend for the Financial Year ended 31st March, 2012.

Share Capital

The Authorised Share capital of the Company remains unchanged during the Financial Year under review.

The Company had earlier forfeited 60 (Sixty Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each, for non-payment of the Call Money of Rs. 5/- (Rupees Five Only) per Equity Share. Further, pursuant to the provisions of the Articles of Association of the Company, the Board of Directors of the Company had cancelled the said forfeited 60 (Sixty Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each, for non-payment of Call Money of Rs. 5/- (Rupees Five Only) per Equity Share, aggregating to Rs. 300/- (Rupees Three Hundred only).

Public Deposits

During the year under review, the Company has not accepted/renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

Directors

During the year under review, Mr. Vimal Kumar Somani, Mr. Govind N. Shah and Mr. Parmod H. Jain have resigned from Directorship of the Company on 14th May, 2011, 14th July, 2011 and 30th November, 2011 respectively. Further, Mr. Vijay Chadha and Mr. Pradeep J. Saxena have resigned from directorship of the Company on 10th July, 2012. The Board places on record its appreciation for their valuable contribution during their tenure as Director of the Company.

During the current year, Mr. Surender Kumar Tuteja and Mr. Rahul B. Chhajed were appointed as Additional Directors in the meeting of the Board of Directors held on 11th April, 2012 and 10th July, 2012 respectively. Further Mr. Viresh Mathur and Mr. Sanjiv Goel were appointed as Additional Directors in the meeting of the Board of Directors held on 14th August, 2012. All these additional Directors would hold office till the ensuing Annual General Meeting. The Company has received notice in writing from members proposing their candidature, for the office of Director.

Mr. Kanchan Murarka, Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of the Directors proposed to be appointed / re-appointed as stipulated under clause 49 of the Listing Agreement with the Stock Exchange are given in the notice convening this Annual General Meeting.

The above appointments/re-appointments form part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your directors state that:

- in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

- the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended as on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

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

Auditors

M/s H.R. Agarwal & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company and to audit financial accounts for the financial year ending on 31st March, 2013.

Auditors' Observations

Observations of the Auditors, read together with the relevant Notes to the Accounts and Accounting Policies are self explanatory. Cost Auditor

Pursuant to Section 233B (2) of the Companies Act,1956, the Board of Directors on the recommendation of the Audit Committee had appointed M/s P. M. Nemad & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2011-2012 and 2012-2013, pending the approval of such appointment from the Central Government.

M/s P. M. Nemad & Associates, Cost Accountants, have confirmed that their appointment, is within the limits of section 224 (1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under Section 233B (5) read with Section 224 (3) and Section 226 (4) of the Companies Act, 1956.

The Audit Committee has also received a Certificate from the Cost Accountants certifying their independence and arm's length relationship with the Company.

The Cost Audit report for the Financial Year 2011-12 shall be filed with Ministry of Corporate Affairs within prescribed time limit. Subsidiary Companies

The Company does not have any subsidiary Company.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance duly certified regarding compliances of its conditions by the Statutory Auditors M/s H.R. Agarwal & Associates, Chartered Accountants, is forming part of this Annual Report and separately attached.

Personnel

The employer employee relations remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

During the year under consideration, there were no employees, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Acts 1956 read with the rules thereunder.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure "A" to this report.

Acknowledgements

Your Directors wish to express their sincere gratitude to the Union Government and the Government of various States, as also to all the Government agencies, banks, financial institutions, customers, vendors and other related organizations, who, through their continued support and cooperation, have contributed towards the Company's growth and progress during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for investors, shareholders and employees of the Company for their continued support towards conduct and operations of the Company.

For and on behalf of the Board

Place:- Mumbai Abhay Lodha

Date:- 14th August, 2012 Chairman and Managing Director


Mar 31, 2011

The Members,

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011

FINANCIAL RESULTS

(Rs. In Lacs) (Rs. In Lacs)

31-03-2011 31-03-2010

Sales 24,081.50 13,730.44

Total Expenditure (excluding interest, depreciation & write-offs) 21,987.12 12,575.21

Profit/(Loss) before Taxation & depreciation 1200.72 520.74

Depreciation & write-offs 792.27 124.67

Profit Before Tax (PBT) 408.45 67.19

Deferred Tax 137.06 138.87

Profit For the year 186.54 189.68

Profit Carried Forward 186.54 189.68

OPERATIONS

During the year under review, the total income grew by 75% to Rs. 240.81 Crore as compared to Rs. 137.30 Crore for the year ended 31st March, 2010. PBDT has also improved to Rs. 12.00 Crore as compared Rs. 5.20 Crore during the last financial year. Net Profit after Tax stood at Rs.1.87 Crore on account of higher depreciation and Interest cost for the project which got commenced during the year.

DIVIDEND

Keeping in view the financial position of the Company for the year under review, your Directors have not recommended any dividends to conserve the .resources.

CAPITAL OVERVIEW

During the year there is an increase in the Authorised capital of the Company from Rs. 9 Crore to Rs. 15 Crore vide the resolution passed in the EGM dated 10th April, 2010. However there is no change in the paid up Capital of the Company.

INSURANCE

The Company took adequate insurance to cover the risks to its assets and third parties.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public in terms of section 58A & 58AA of the Companies Act, 1956.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

BOARD OF DIRECTORS

Mr. Abhay Lodha has been appointed as Chairman cum Managing Director of the Company, at the meeting of Board of Directors held on 14th May, 2011.

Mr. Kanchan Murarka has been appointed as an Additional Director on the Board of the Company with effect from 16th May, 2011.

Mr. Prasenjit Datta has been appointed as an Additional Director and designated as Director –Operations by the Board of Directors with effect from 1st March,2011.

Mr. Vimal Kumar Somani has resigned from the Directorship of the Company with effect from 14th May, 2011. Mr. Govind Shah has resigned from the Directorship of the Company with effect from 14th July, 2011. The Board appreciated their contributions and guidance provided for the growth of the Company.

Mr. Parmod H. Jain, Mr. Satish Chandra Gupta and Mr. Pardeep J. Saxena, retire by rotation but being eligible, offer themselves for re-appointment. They have brought rich experience and professional knowledge to the board's decision making process whereby professional management team has been strengthened. Board acknowledges their contribution in the growth of the Company.

Necessary resolutions for appointment, reappointment and remuneration of the Managing Director are being put to the shareholders for their approval.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Report on Corporate Governance together with the Auditors' Certificate regarding Compliance of the SEBI Code of Corporate Governance Report annexed is a part of the Director's Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on the Management Discussion and Analysis which is a part of the Directors' Report.

DISCLOSURE UNDER SECTION 217 OF THE COMPANIES ACT, 1956. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, Directors state as follows:

- that in the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

- that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and the profits of the Company for that year;

- that to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that they have prepared the Annual Accounts for the year ended 31st March, 2011 on going concern basis.

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

The statement of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of the Director's Report for the year ended 31st March, 2011.

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217 (2A) OF THE COMPANIES ACT, 1956 AND THE RULES MADE THERE UNDER FOR THE YEAR ENDED 31ST MARCH, 2011.

(In Rs.)

Name & Salary & Qualification Experience Designation Perquisite (Years) Received

Mr. Prasenjit Promode 2,75,281/- Bachelor of 25 Yrs. Datta Technology with honours in Metallurgical Engineering from IIT Kharagpur

Name & Designation Date of Age Previous commencement of (Years) employment Employment held

Mr. Prasenjit Promode Datta 01/03/2011 48 years

AUDITORS

M/s. H.R. Agarwal & Associates, Chartered Accountants, the Auditors of the Company will retire from the office of the Auditors at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The remuneration for the current year to be fixed by you.

AUDITOR'S REPORT

The Auditors' Report read together with the Notes on Accounts are self explanatory and therefore, do not call for any further explanation.

EMPLOYEES

Your Directors express their deep appreciation for the un-relented co-operation and support rendered by the employees at all levels of the Company. Your Directors have laid emphasis on safe working culture in the organisation.

COMPLIANCE CERTIFICATE

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance.

LISTING

As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchange on which the Company's equity shares listed are:

1. Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400001

Your Company confirms that Annual Listing Fees for the year 2011-2012 have been paid to BSE.

HUMAN RESOURCES

Your Company places significant emphasis on recruitment, training & development of human resources, which assumes utmost significant in achievement of corporate objectives. Your Company integrated employee growth with organisational growth in a seamless manner through empowerment and by offering a challenging work place, aimed towards realisation of organisational goals to this knowledge-sharing and imparting need based training to its employees.

ACKNOWLEDGEMENT

The Directors also place on record their appreciation for the assistance and co-operation received from the Financial Institutions, bankers, Government Authorities, vendors and members during the year under review. Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.The Directors also express their gratitude to the members for the confidence reposed in the management.

For and on behalf of the Board

Vijay Chadha Abhay Lodha

Director Chairman & Managing Director

Registered Office:

Plot No. 3436-3439,

Chhatral G.I.D.C., Phase-IV,

Ta: Kalol, Dist: Gandhinagar (Gujarat)

Date: 10th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. In Lacs) (Rs. In Lacs)

2009-2010 2008-2009

Sales 13730.44 8212.80

Expenditure 12575.21 7468.16

Profit/(Loss) before taxation & depreciation 520.74 150.17

Depreciation 124.67 86.89 Provision for taxation 67.19 41.20

Deferred Tax 138.87 (3.04)

Fringe Benefit Tax - 2.25

Tax Adj.for earlier years(net) 0.33 (6.60)

Profit for the year 189.68 29.46

Profit Carried Forward 189.68 29.46

DIVIDEND

Looking at the ongoing development and working capital requirements and further to conserve resources, your Directors express their inability to declare any dividend.

PRESENT OPERATIONS

The companys operations were satisfactory during the year under review. The sales of the company ended at Rs 13730.44 Lacs in comparison to the previous year Rs. 8212.80 lacs. The sales increased by 67.18%. The profit for the year has also increased by more than 100% during the year. Your Directors are confident of achieving more better results in the years to come. Increase in Profit is a result of Companys increased turnover in consumer retail products and successful commissioning of the New German technology based ACHENBACH Foil Plant at Chhatral G.I.D.C, Gandhinagar, (Gujarat).

FUTURE PROSPECTS

The Company has successfully completed brown field expansion and commissioned the New Foil Plant at Companys Chhatral G.I.D.C, Gandhinagar, (Gujarat) works which has enhanced Companys production capacity to 20,000 TPA of sheet and foil. Post expansion, the Company is producing bare foil in gauge range of 100 to 7 micron for applications in Heat exchanger Fins for auto radiators, tagger & lids for containers, kitchen foil, packaging laminates for pharma including blister packs, confectioneries, cigarettes etc. All these applications are having a huge potential in domestic and as well as Export markets. The Companys business prospects are growing exponentially.

Retail Business of the Companys consumer product, i.e., kitchen foil, under the brand name nutriwrap®has also turned up with capturing very significant portion of market share in the country. The Companys Turnover of retail products has increased manifold during the year 2009-

2010. The Company has successfully initiated actions for establishing manufacturing capacities for Indias first embossed Consumer kitchen foil nutriwrap ® and also Kitchen containers nutripack ™ at multi locations like Indore in state of M.P., and Varanasi in state of U.P. The Company is also planning to introduce other consumer products like Hair Foil, Travel Pack, Foil Tray, Pop up Foil, Embossed Colour foil sheets, Laminated Foil for Hamburger, Laminated Foil Carry Bags. As of now, the Companys retail products are sold Pan-India at approx 50,000 retail outlets and at 600 stores

including Reliance Retail and Big Bazaar as far as Modern Trade is concerned. The sales of Retail Products are expected to increase further during the year ahead.

ISO CERTIFICATION

During the year, Your Company was accredited to [1] ISO - 9001:2008, Quality Management System by TUV India, a subsidiary of TUV Nord (Formerly RWTUV AG Germany) [2] ISO 22000 - 2005 by BSCIC for food safety and management system Certifications [3] International ROHS [Restriction of Hazardous Substances] standards Certification for its products by TUV SUD, South Asia. The companys foils complies with food grade test by TUV SUD, South Asia & by Central Food Testing lab, India.

Further, your Company is in process of taking certification for [1] ISO 14000: 2004- Environment Management Systems [2] ISO 18001:2007- OHSAS.

EXPANSION UNDER REVIEW

(1) The Company had signed MOU with Government of Gujarat and have already implemented its first phase of commissioning by spending Rs. 75 Crores towards world class foil plant based on German technology from worlds largest Company M/S ACHENBACH.

(2) The Company, in view of reducing dependence on external sources for input feed stock for its both sheet and foil plant, is in the process of assessing possibility of backward integration approach by establishing upstream green field expansion of 60 KT, the state-of-the-art Aluminium sheet rolling facilities along with 30 MW captive power plant in the state of Gujarat The techno economic viability study has just started.

(3) The Company in order to further enhance production of value added products is examining the possibility of producing pharma laminates and printed and converted foils with an Investment of Rs. 26 Crores.

(4) The Company has also successfully started consumer foil project at a new facility at Indore (MP) and has also initiated action to start a Unit at Varanasi (UP). The said projects are likely to be operational partly in the year 2010-2011 and fully in the year 2011-2012.

(5) The Company has also plans to take steps to produce, commission, operate, buy, sell, supply, distribute or otherwise deal in all energy production and conversion activities in all its forms inclusive of but not restricted to various renewable sources like solar energy, wind energy, all forms of biomass, geothermal energy, hydel energy, tidal and wave energy and effective utilization of conventional energy forms like coal, oil, gas, electricity.

The Company, while having its dominant presence in the Indian market has improved its global presence. During the year, the Company has been able to export to Europe, Egypt, Dubai in addition to export to Pakistan and Nigeria. The share of export business of its production will further increase significantly in view of the brown field expansion business.

ALTERATION OF OBJECT CLAUSE

You are aware that the Company has altered its Main Object Clause of the Memorandum of Association during the year to include the Energy Business in the main objects by passing resolution through Postal Ballot.

PREFERENTIAL ALLOTMENT

The Board of Directors of the Company in their meeting held on 7th May, 2010 decided to call an Extra-Ordinary General Meeting of the shareholders of the company on 7th June,2010 for getting approval of the shareholders to raise funds by way of Preferential issue of equity shares in Domestic market to Promoters/Promoters Group and/or Other Institutions pursuant to the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as in force subject to compliance with related provisions of law and other permissions, sanctions, approvals as may be required.

Necessary approval from the shareholders in the Extraordinary General Meeting and from Bombay Stock Exchange has already been obtained. However, the preferential allotment has been deferred and the issue will be considered in the next Board Meeting of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public in terms of section 58A & 58AA of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earnings and outgo pursuant to section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith which forms part of this report.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. during the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 (the Act) and the Companys Articles of Association, Shri Abhay N. Lodha and Shri Govind N. Shah, Directors of the Company, retire by rotation and being eligible offer themselves for re election.

Shri Pramod Kumar Jain, Director of the Company resigned from the office of Director, due to health reason w.e.f. 12lh March, 2010. The Board expresses its gratitude for the valuable services rendered by him during his tenure in the office as Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of Companies Act, 1956 the Directors confirm:-

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure from the same;

b) that they have such selected 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 the financial year and of the profit of the Company for that year;

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

d) that they have prepared the annual accounts on the going concern basis.

AUDIT COMMITTEE

In terms of the provisions of section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement executed with the Bombay Stock Exchange Ltd., your Company has constituted the Audit Committee of the Board of Directors. Details of the Committee is given in Annual Report on corporate Governance.

CORPORATE GOVERNANCE

Separate report on Corporate Governance as prescribed under clause 49 of the Listing agreement executed with the Bombay stock exchange Ltd., forms part of this Annual Report along with Auditors Statement on its Compliance.

LISTING

The shares of the Company are listed at Bombay Stock Exchange Ltd. The Company has paid Listing fee to the Stock Exchange for the year 2010-11.

AUDITORS AND THEIR REPORT

M/s. H. R. Agarwal & Associates, Chartered Accountants, Auditors of the Company hold office upto the date of Annual General Meeting. M/s. H. R. Agarwal & Associates have confirmed to the company that the appointment if made at the ensuing Annual General Meeting will be in accordance with the provisions of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation for the devoted services rendered by the workers, staff and employees of the Company.

APPRECIATION

Your Directors wish to thank the valued customers of the Company, various departments of Central & State Government, Local Authorities, Banks, devoted staff and other business associates for their continued support in the Companys growth and look forward for their continued support in future.

The Directors also express their gratitude to the members for the confidence reposed in the management.

For and on behalf of the Board

Govind N. Shah Vimal Kumar Somani Director Managing Director

Registered Office:

Plot No. 3436-3439,

Chhatral G.I.D.C., Phase-IV,

Ta: Kalol, Dist: Gandhinagar (Gujarat)

Date: 03.07.2010


Mar 31, 2009

The Directors have pleasure in presenting herewith their 17th Annual Report and together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS

(Rs. In lacs) 2008-2009 2007-2008

Sales 8212.80 9220.41

Purchase & Expenditure 7468.16 8067.06

Profit/(Loss) before taxation & Depreciation 150.17 313.97

Depreciation 86.89 83.92

Provision for taxation 41.20 92.00

Deferred Tax (3.04) (10.50)

Fringe Benefit Tax 2.25 1.03

Tax Adj.for earlier years(net) 6.60 (0.39)

Profit for the year 29.46 147.13

Loss on Sale of Investments - 25.86

Profit Brought Forward 29.46 121.27

DIVIDEND

Looking at the ongoing development and working capital requirements and further to conserve resources, your Directors express their inability to declare any dividend.

PRESENT OPERATIONS

The companys operations were satisfactory during the year under review. The sales of the company ended to Rs 8212.80 Lacs in comparison to the previous year of Rs 9220.41 lacs. The sales were less as company had to go through the price fall in Alluminium and other metals and metal products which was a resultant of recessionary economy worldwide. The profit for the year has also reduced due to the reduction in sales Your Directors are confident of achieving better results in future.

FUTURE PROSPECTS

The Company has now embarked on about US $ 12 Million Brown Field Downstream Expansion of installing foil capacities. The Foil rolling mill is the state of art mill imported from M/s. ACHENBACH BUSCHHUTTEN GMBH, Germany and will enable Company to produce International Quality foil.

The Company, as part of Brown Field Downstream Expansion, is also establishing the state of art Testing/Inspection Laboratory. The existing sheet/coil rolling facility is at present undergoing process of acquiring accreditation to ISO 9000 Quality System and is expected to get accredited by September 09. The spade work has already started for acquiring accreditation to ISO 9000 Quality System accreditation for New Foil Plant earliest possible after commissioning. Upon completion of Brown Field project by October 09, Company will have capacity of about 20000 TPA of Sheet and foil. Post expansion Gujarat Foils Limited will produce bare foil in gauge range 100 to 7 micron for varied applications like Heat Exchanger Fins for Auto Radiators, Tagger & Lids for containers, House foil, and Packaging laminates for Pharma including Blister packs, Confectioneries. Tetrapacks, Cigarettes etc.

Company has also entered in Consumer products business in aluminium foil and is marketing Indias first embossed Consumer House foil under brand name NUTRIWRAP and also Kitchen containers like Casserole, Oven cups, under brand name NUTRIPACK.

The Company has started exports of aluminium rolled products to Pakistan and Nigeria. The export content of its production will increase significantly post expansion.

During the Year, Company entered into an MOU with State Government of Gujarat in India for US $ 120 Million investment for 60 KT the state of the art aluminium sheet rolling facilities along with 30 MW captive power plant. This proposed Green Field Upstream Expansion is expected to be completed by Financial Year 2011-12.

TAKEOVER

With a view to expand and reorient the business of the company Shri Abhay Lodha and Shri Vimal Kumar Somani had acquired the Company during the year. All the formalities, necessary approvals and regulatory requirements related to takeover also completed during the year. After completion of the takeover formalities, Mr. Abhay Lodha became the Chairman of the Company and Mr. Vimal Kumar Somani appointed as Managing Director of the Company. After takeover, Promoter Group is holding 69.23% stake in the Company. Subsequently, the outgoing Promoter Mr. Pramod Jain has vested all controlling stake and management of the Company to the current Promoters, namely, Mr. Abhay Lodha and Mr. Vimal Kumar Somani. Mr. Pramod Jain is no more a Promoter of the Company and exited the Company. Your Management appreciates the contributions made by Mr. Pramod Jain towards the growth of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public in terms of section 58A & 58AA of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earning and outgo pursuant to section 217(1 )(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 is annexed herewith as Annexure A which forms part of this report.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total: remuneration of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. during the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 (the Act) and the Companys Articles of Association,. Shri Pramod Kumar Jain and Shri Pradeep Jagdish Saxena, Directors of the Company, retire from the Board by ¦rotation and being eligible offer themselve for re election.

The Board of Directors had appointed, Shri Satish Chandra Gupta and Shri Vijay Chadha as Additional Directors of the Company with effect from 31st January, 2009 and 12th July, 2009 respectively to hold the office upto the date of Annual General Meeting. Your Directors recommend their reappointment as directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of Companies Act, 1956 your Directors confirm:-

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

b) that they 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 the financial year and of the profit or loss of the Company for that year;

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

d) that they have prepared the annual accounts on the going concern basis.

AUDIT COMMITTEE

In terms of provisions of section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement executed with the Exchanges, your Company has constituted the Audit Committee of the Board of Directors. Details of the Committee is given in Annual Report on corporate Governance.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as prescribed by clause 49 of the Listing Agreement of the relevant stock Exchanges forms part of this Annual Report alongwith Auditors statement on its compliance.

LISTING

The shares of the Company are listed at Bombay Stock Exchange Ltd. The Company has paid Listing fees to the Stock Exchange for the year 2009-10. During the year, Companys Shares have been upgraded to "B" Category shares from earstwhile "Z" Category.

AUDITORS AND THEIR REPORT

M/s. H. R. Agarwal & Associates, Chartered Accountants Auditors of the Company hold office upto the date of Annual General Meeting. M/s. H. R. Agarwal & Associates, have also confirmed to the company that the appointment, if made at the ensuing Annual General Meeting, will be in accordance with the provisions of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The industrial relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

APPRECIATION

Your Directors wish to thank the Companys valued customers and various department of Central & State Government, Local Authorities, Banks, devoted staff and other business associates for continued support to the Companys growth and looking to their continued support in the future.

The Directors also express their gratitude to the members for the confidence reposed in the management.

Registered Office: For and behalf of Board

Plot No. 3436-3439,

Chhatral G.I.D.C., Phase-IV,

Ta: Kalol, Dist: Gandhinagar (Gujarat) Vimal Kumar Somani G. N. Shah

Date: 12.07.2009 Managing Director Director

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