Home  »  Company  »  Guj. Investa  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Gujarat Investa Ltd.

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 23rd Annual Report together with the Audited Financial Statements for the year ended March 31, 2015.

Financial Results : (Rupees in Lacs)

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

Sales & Operating Income 1132.83 680.23

Operating Profit 2.54 8.77

Depreciation & Preliminary Exp. 0.00 0.41

Profit Before Tax 2.54 8.36

Provision for Taxes 0.80 2.80

Profit after Tax 1.74 5.56

Short/Excess provision for previous year 0.07 (0.24)

Balance Brought Down 144.86 139.07

Balance carried to Balance Sheet 146.67 144.86

PRESENT OPERATIONS & FUTURE PROSPECTS :

During the year under review, the revenue from operations of company was Rs. 1132.83 Lacs compared to the previous years of Rs. 680.23 Lacs. The Company has made profit of Rs. 1.74 Lacs as compared to Profit of Rs. 5.56 Lacs in previous year.

Your Directors are hopeful to exploit the present resources in efficient manner and achieve better results in the future.

OPERATIONS :

During the year under the review the total income increased by 66.53 % in comparison to the previous year.

The Company has transferred 20% of Current Year Profit amounting to Rs. 0.29 Lacs to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934.

DIVIDEND :

In view of inadequate profits during the year, your Directors do not recommend dividend on equity shares for the financial year ending on 31st March, 2015.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED :

i. Retirement by Rotation :

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Purushottam R. Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommended his re-appointment.

ii. Cessation :

There was no cessation of director during the year.

iii. Appointment of Additional / Independent Women Director :

Mr. Sumant Laxminarayan Periwal (DIN:02561862), who was appointed as an additional director, holds the office till the conclusion of the ensuing Annual General Meeting. The necessary resolution proposing his appointment as an Independent Director has been proposed in the notice convening the said Annual General Meeting.

Smt. Somna Purshottam Agarwal (DIN:01670948), who was appointed as an additional director, holds the office till the conclusion of the ensuing Annual General Meeting. The board recommends her appointment as Director of the Company.

iv. Appointment of CEO & CFO :

During the Year under review in compliance with the provisions of Sections 197 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 Smt. Somna P. Agarwal was appointed as Chief Executive Officer and Mr. Shrikant Y Solanki as Chief Finance Officer w.e.f. 6th February, 2015.

v. Key Managerial Personnel :

The following persons were designated as Key Managerial Personnel :

1. Mr. Shrikant Y Solanki, Chief Financial Officer

2. Smt. Somna P Agarwal, Chief Executive Officer

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES :

Your Company has two associate Companies i.e. Global Aman Infratech Private Limited and Anunay Fab Limited.

The Company's results are prepared on Standalone basis. However, the details in terms of the provisions contained in Section 129 (3) of the Companies Act, 2013, Read with rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and the financial of each of the subsidiaries is provided as Annexure A i.e. 'AOC-1' to this Report.

DEPOSIT :

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

INTERNAL FINANCIAL CONTROLS :

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review.

PERSONNEL :

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as Annexure B

AUDIT COMMITTEE :

The Audit Committee of the Board of Directors of the Company consisted of three Directors viz. Mr. Anandkumar P. Agarwal, Mr. Sumant Laxminarayan Periwal and Smt. Somna P Agarwal. Majority members of the Audit Committee are Independent and non-executive Directors. Mr. Anandkumar P. Agarwal, is the Chairman of the Audit Committee.

During the Year under review, total four Meetings of the Board of Directors of the Company were held.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock exchanges as amended from time to time.

AUDITORS :

i) Statutory Auditor and their Report :

In the last Annual General Meeting held on 30th September, 2014, M/s. Lunia & Company (Firm Registration No. 116436W) Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 3 (Three) years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept office, if re-appointed.

The observations made in their report are dealt with in the notes forming part of the Accounts at appropriate places which are self-explanatory.

ii) INTERNAL AUDITOR :

The Company has not appointed internal auditor during the Financial Year 2014-15.

iii) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT :

The Board of Directors of the Company has, in compliance with the provisions of Section 304(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/S. Umesh Ved & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this Report as Annexure C which is self explanatory and give complete information.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT :

There are no qualifications or adverse remarks in the Auditor's Report. Explanation on qualification adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation :

The Company is yet to appoint The Company was not able to the Company Secretary as get a fit and proper candidate specified under the provisions at remuneration commensurate of Section 203 under the with the size of the Company. Companies Act, 2013. The Company did make sufficient attempts to appoint full time Company Secretary, however, was unable to find / appoint any suitable candidate.

The requisite Form MR-1are The company is in process yet to be filed by the Company of filing the requisite with the Registrar of Company forms and the compliance as specified under the the same will be made soon. provisions of Section 203 under the Companies Act, 2013 However, Board assures that in respect of the return of it will be complied with appointment of a Chief now onwards. Financial Officer and Chief Executive Officer.

The Form DIR-12 is yet to be filed by the Company with the Registrar of Company as specified under the provisions of Section 170 under the Companies Act, 2013 in respect of the return of appointment of a Chief Financial Officer and Chief Executive Officer

The Form MGT-14 is yet to be filed by the Company with the Registrar of Company as specified under the provisions of Section 179 under the Companies Act, 2013 in respect of appointment of Secretarial Auditor, Internal Auditor, Chief Financial Officer, Chief Executive Officer, approval of Quarterly Results of Financial Year 2014-15 and Annual Financial Statements and the Board's Report of Financial Year 2013-14.

The Form ADT-1 is yet to be filed by the Company with the Registrar of Company as specified under provision of Section 139 under the Companies Act, 2013 and rules made thereof in respect of Appointment of Auditor for the financial year 2014-15.

The dispatch proofs of notice of The Company assure to maintain Annual General Meeting to the record, hence forth. the shareholders are not available with the Company as specified under the provisions of Section 101 under the Companies Act, 2013 and rules made thereof.

The Company has not complied with The company assure to do any requirement at Ahmedabad Stock compliance on time. Exchange as specified under the provisions of Listing Agreement.

The Company had submitted Annual The Company had submitted the Report under clause 31 of Listing Annual Report (for year ended Agreement (for year ended March March 2014) after the 2014) after the prescribed time prescribed time limit and limit. However the Company had penalty for the same has been paid the penalty for late paid by the Company. However submission of the same. the Board assures to comply with the same in future.

The Company has made The Company is in process of Intercorporate loans and realizing of loans & advances advances in the contravention given prior to the commencement of Section 185 of the Companies of Companies Act, 2013 Act, 2013 and rules made thereof.

The Company had submitted The website of the company Unaudited Quarterly Results is under maintenance, the after the prescribed time required details as per the limit as specified under clause Companies Act, 2013 and 41 of Listing Agreement for Listing Agreement will be the Quarter ended 30.09.2014. made available as soon The Company does not maintain as possible. a functional website containing basic information of the Company pursuant to Clause 54 of the Listing Agreement.

However, Board assures to comply with the same soon as possible.

The Company has not appointed The Company was not able to get internal auditor for the a fit and proper candidate at financial year 2014-15 as remuneration commensurate with specified under provisions of the size of the Company to Section 138 under the Companies appoint an internal auditor. Act, 2013 and rules made thereof.

LISTING :

The shares of the company are listed at BSE Limited and the Company has paid the listing fees for the year 2015 - 2016.

DIRECTORS RESPONSIBITLY STATEMENT :

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE :

The Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the Company, the paid- up capital of the company being less than Rs.10 corers and networth is less than 25 crores, the threshold limit as prescribed therein.

RELATED PARTY TRANSACTIONS :

During the year under review the Company has entered into the transactions with the related parties, the details of each are provided in Note No. 19 (B)(6) under the head Statement of Significant Accounting Policies.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT :

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March, 2015.

INVESTMENT IN UNQUOTED SHARES :

The Company has made investment in unquoted shares.

1. Ambuja Fashion Private Limited 15,000 Shares

2. V.R.Polyfab Private Limited 70,000 Shares

3. Global Aman Infratech Private Limited 100,000 Shares

4. Anunay Fab Limited 27,02,000 Shares

5. Balhanuman Fabrics Private Limited 55,000 Shares

RISK MANAGEMENT POLICY :

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

STATEMENT OF INDEPENDENT DIRECTORS :

The following Directors are independent in terms of Section 149(6) of the Act :

(a) Mr. Anandkumar P Agarwal

(b) Ms. Sumant L. Periwal

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

EXTRACT OF THE ANNUAL RETURN :

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure D to this Report.

NUMBER OF BOARD MEETINGS :

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, Six Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

CORPORATE SOCIAL RESPONSIBILITY :

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION :

In compliance with the provisions of the Act and voluntarily under Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board :

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board :

The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors :

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non- independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE :

There ware no material changes after the balance - sheet date.

APPRECIATION :

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and all other Stakeholders for their continued support to the company.

Registered Office : For and on behalf of the Board 252, New Cloth Market, GUJARAT INVESTA LIMITED O/S. Raipur Gate, Ahmedabad - 380 002

Purshottam R. Agarwal Dated : 13th August, 2015 Chairman DIN: 00396869


Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 22nd Annual Report and Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

Year ended Year ended 31st March, 31st March, 2014 2013 (Rupees in (Rupees in Lacs) Lacs)

Sales & Operating Income 680.23 455.05

Operating Profit 8,77 6. 07

Depreciation & Preliminary Exp. 0.41 1.72

Profit Before Tax 8.36 4.35

Provision for Taxes 2.80 1.35

Profit after Tax 5.56 3.00

Short/Excess provision for (0.24) (0.67) previous year

Balance Brought Down 139.07 135.40

Balance carried to Balance Sheet 144.86 139.07

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the income of company was Rs. 680.23 Lacs compared to the previous years of Rs.455,05 Lacs. The Company has made profit after deducting tax of Rs. 5.56 Lacs as compared to Profit of Rs. 3.00 Lacs in previous year. The company is succeeded in increasing its profits during the year under review. Your directors are hopeful to achieve better results in future.

DIVIDEND

The directors do not recommend any dividend looking to the meager profit earned by the company,

PARTICULARS OF EMPLOYEES

There were no employees employed during the year drawing remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Sri Purushottam Agarwal retires by rotation and being eligible has offered himself for re- appointment.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 (ii) of the Listing Agreement appointment of Independent Director are required. Mr Anandkumar Agarwal & Mr. Sumant Laxminarayan Periwal, Directors of the Company, are being appointed as Independent Directors for five consecutive year''s upto 31.03.2019 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Your directors recommend their appointment / reappointment.

AUDITORS AND THEIR REPORT:

The Statutory Auditors of the Company, M/s. Lunia & Company, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re- appointment of M/s. Lunia & Company, Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act, 1956, it is hereby confirm:

a) that in the preparation of the annual accounts financial year ended 31st March, 2014, the applicable accounting standards have been followed and there is no material departure from the same;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the Directors 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 the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

For and on behalf of the Board

Ahmedabad the 2nd May, 2014 Director


Mar 31, 2010

The Directors have pleasure in submitting their 18th Annual Report and Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2010 31st March, 2009 (Rupees in Lacs) (Rupees in Lacs)

Sates & Operating Income 816.99 760.36 Operating Profit 6.31 5.16

Depreciation & Preliminary Exp. 3.20 3.20

Profit Before Tax 3.11 1.96

Provision for Taxes 1.40 0.93

Profit after Tax 1.71 1.03

Short/Excess provision for previous year 0.13 -0 07

Balance Brought Down 119.18 118.22

Balance carried to Balance Sheet 121.02 119.18

OPERATING PERFORMANCE

The working of the company has resulted in a net profit after tax of Rs. 1.71 Lacs compared to Rs. 1.03 Lacs of the previous year.

DIVIDEND

The directors do not recommend any dividend looking to the meager profit earned by the company.

EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,

DIRECTORS

Sri Krishnakant Goyal retires by rotation and being eligible has offered himself for re- appointment.

AUDITORS

Lunia & Company, Chartered Accountants, auditors of the Company will be retiring at the ensuing Annual General Meeting. Being eligible, they have offered themselves for reappointment.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public. DIRECTORS RESPONSIBILITY STATEMENT

The Directors report:

I. that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from same.

II that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 year ended on that dated and of the profit of the company for that period;

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

lnformation pursuant to Section 217 (1)(e) ofthe Companie Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

For and on behalf of Board of Directors

Sd/- Purushottam Agarwal

Place : Ahmedabad

Dated : the 28th August, 2010


Mar 31, 2009

Directors have pleasure in submitting their 17th Annual Report and Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2009 31st March, 2008 (Rupees in Lacs) (Rupees in, Lacs)

Sales & Operating Income 760.36 1867.14

Operating Profit 5.16 9.20

Depreciation & Preliminary Exp. 3.20 1.84

Profit Before Tax 1.96 7.36

Provision for Taxes 0.93 2.95

Profit after Tax 1.03 4.41

Short/Excess provision for previous year - 0.07 - 0.58

Balance Brought Down 118.22 114.38

Balance carried to Balance Sheet 119.18 118.22

OPERATING PERFORMANCE

The working of the company has resulted in a net profit after tax of Rs. 1.03 Lacs compared to Rs. 4.41 Lacs of the previous year.

DIVIDEND

The directors do not recommend any dividend looking to the meager profit earned by the company. EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Sri Anjani R. Agarwal retires by rotation and being eligible has offered himself for re- appointment.

AUDITORS

Lunia & Company, Chartered Accountants, auditors of the Company will be retiring at the ensuing Annual General Meeting. Being eligible, they have offered themselves for reappointment.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors report:

I. that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from same.

II. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2009 year ended on that dated and of the profit of the company for that period;

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

Information 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

AUDIT COMMITTEE

In terms of provisions of sections 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.

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.

The Company has made application for voluntary delisting of its shares from the Ahmedabad Stock Exchange Ltd.

APPRECIATION

Your Directors wish to thank the Companys valued customers and various department of Central & State Government, Local Autorities, 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.

Place : Ahmedabad For and on behalf of Board of Directors

Dated : 4th May, 2009 Sd/-

Purushottam Agarwal (Chairman)