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Directors Report of Gujarat Poly Electronics Ltd.

Mar 31, 2015

Dear Members

The Directors' present the Twenty Sixth Annual Report and Statement of Accounts for the year ended 31st March, 2015.

01-04-14 to 01-04-13 to 31-03-15 31-03-14 (Rs. in lacs) (Rs. in lacs)

FINANCIAL RESULTS

Sales 1,115.42 1,029.01

Profit/(Loss) before

Depreciation & tax (3.90) 16.03

Depreciation 13.59 15.60

Profit &(Loss) before tax (17.49) 0.43

Current tax - -

Deferred tax - -

Profit/(loss) after tax (17.49) 0.43

1. state of company's affairs:

During the year ended 31st March, 2015 the Company has incurred a loss of Rs.17.49 Lacs (Previous year profit of Rs.0.43 Lacs). The sales during the year was Rs.1,115.42 Lacs as compared to previous year to Rs.1,029.01 Lacs. Company outsources ceramic capacitors & marketing the same.

In view of the accumulated loss, your Directors have not been able to recommend any Dividend for the year 2014-2015.

2. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 4 members. The details of the committee is given under Corporate Governance Report

3. VIGIL MECHANISM/WHISTLE BLoWER POLICY:

The Board has establish a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the company. http://www.polyavx.com/polvavx/Download/Whistle%20Blower%20Policv 14.pdf There were no reporting made by any employees for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2014-15.

4. nomination and remuneration committee:

The Board has re-constituted its committee which comprises of 3 members, More details on the committee are given in Corporate Governance Report.

5. Directors' Responsibility:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting principles have been selected and applied consistently and have 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 as at 31st March, 2015 and of the loss of the Company for the year ended 31st March, 2015.

c. Proper and sufficient care has been taken for the 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.

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

e. The directors have laid down internal financial controls to be followed by the company.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

6. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31st March, 2012.

7. DEPOSITS:

Company has not received any deposits from Public during the year.

8. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under report.

9. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure I forming part of this report.

10. DIREcTORS:

Mr. D. D. Patel, Director retires from Office by rotation, but being eligible, offers himself for re-appointment.

Mr. A. B. Shah has resigned as a nominee director of GIIC in the Company w.e.f. 13th February, 2015. The Board do appreciate his contribution during his tenure with Company.

In the Casual vacancy of Mr. A. B. Shah, GIIC has nominated Mr. Y. K. Vyas as a Director w.e.f. 13th February, 2015.

Mr. Y. K. Vyas, Director retires from Office by rotation, but being eligible, offers himself for re-appointment.

Brig. K. Balasubramaniam, Director of the Company has resigned w.e.f. 30th March, 2015. The Board do appreciate his contribution during his tenure and long & fruitful association with the Company.

The Board has appointed Ms. Saloni Jhaveri and Mr. Jigen A. Mehta as Additional Directors of the Company with effect from 30th March, 2015, in terms of provisions of the Companies Act, 2013. Your approval is sought for their appointment as detailed in the Notice convening the meeting. It is also propose to appoint them as Independent Directors.

11. Number Of Board Meetings Held During The Year:

During the year 2014-15, four Board Meetings were held on the following dates:

(a) 29th May, 2014 (b) 13th August, 2014 (c) 12th November, 2014 and (d) 13th February, 2015

12. declaration about INDEPENDENT directors under SUB-SECTION 6 OF section 149:

The Company has received the declaration from each Independent Directors that he/she meets the criteria of independence laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

13. FORMAL ANNuAL EvALuATION:

Pursuant to provisions of the companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation through an evaluation sheet wherein certain criteria was set out for which ratings are to be given.

14. company's policy ON DIREcTORS APPOINTMENT, REMuNERATION ETc:

The Board on recommendation of Nomination and Remuneration Committee, has framed a policy for appointment and Evaluation of Board and remuneration for the Directors, Key Managerial Personnel and other employees. The policy is available on the website of the Company i. e. http://www.polyavx.com/polyavx/Download/Criteria%20For%20Appointment%20 Evaluation%20of%20Board%20of%20Directors.%20KMP%20and%20Senior%20 Management%20Personnel14.pdf

15. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms' length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.

The Company has taken loan of Rs.446 lacs from Polychem Limited at the rate of interest of 13% p.a. There are no contracts or arrangements under sub-section (1) of section 188.

The Board on recommendation of Audit Committee, adopted a policy to regulate transactions between the Company and its Related parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. The policy is uploaded and can be viewed on the Company's website http://www.polvavx.com/polvavx/Download/Related%20 Party%20Transation%20Policy 14.pdf

16. OTHER DIScLOSuRES AS PER SECTION 134 OF THE cOMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the statutory Auditor or by Secretarial Auditor in the respective reports.

(b) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company, to which the financial statements relate and the date of the report.

(c) There were no cases filled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(d) Extract of the Annual Report is provided in sub-section 3 of section 92, which is given in Annexure ii forming part of this report.

17. MANAGERiAL REMUNERATiON:

i. The ratio of remuneration of Mr. A H. Mehta, Managing Director with the median remuneration of the employees of the company is 7.75:1

ii. Increase in remuneration of Mr. A. H. Mehta, Managing Director is 11.65% and in Mr. Harshad Jani , Chief Financial officer is 11%.

iii. There is an increase of 38.63 % in the median remuneration of employees in the financial year.

iv. There are 37 permanent employees in the company.

v. There is an increase of 8.40% in Company's Performance for the year considering the revenue from the operations and the average increase in the remuneration of the Company is 20.56% for the year. The increase in the remuneration was on account of the reasons as under:

1) During the year 2014-2015, 21 employees opted of Voluntary Retirement Scheme and a sum of Rs. 50.87 Lacs was paid towards discharging the salary dues including Bonus, ex-gratia payments etc.

vi. During the financial year 2014-15, remuneration to Key Managerial Personnel is Rs.2,990,026/- as against the Company's performance is Rs.111,541,751/- - remuneration to performance ratio comes to 2.68%

vii. Due to loss in the current year, there is no price earning ratio for the year whereas for the previous financial Year the price earning ratio was 399 times. There is an increase in Market Capitalisation of the Company, Market Capitalisation for current year is Rs.64,980,000/- and for Previous year it was Rs.34,114,500/-.

viii. Average increase in the salaries of employees other than the managerial personnel was 20.47% due to payment of exgratia, notice pay etc to the employees who left the organisation in the year 2014-15

ix. Comparison of remuneration of each KMP against the performance of the Company :

Key Managerial Remuneration Performance of % of remuneration Personnel (Rs.) the Company against the (Rs.) performance of the company

A H Mehta 1,577,371/- 111,541,751/- 1.41

H.H. JANI 1,219,071/- 111,541,751/- 1.09

J.M. SHAH 193,584/- 111,541,751/- 0.17

x. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of directors based on the recommendation of Nomination and Remuneration committee as per Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year 0.73:1 and

xii. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the company.

* Average increase in remuneration in point no. v relates to all the employees including managerial remuneration. Whereas increase in remuneration in point no. viii relates to the employees excluding Managerial remuneration.

18. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to the Directors' Report.

19. AUDiTORS:

You are requested to appoint M/s. Mahendra N. Shah, Chartered Accountants, Ahmedabad, as Auditors for the current year.

The existing Auditors, M/s. C. C. Chokshi & Co., Chartered Accountants, Ahmedabad, have expressed their regret to continue as Statutory Auditors of the Company.

20. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013 the Audit Committee had recommended and the Board of Directors had appointed Mr. Tushar Shridharani, Practicing Company Secretary, Mumbai, (C. P. No. 2190), being eligible and having sought re-appointment, as Secretarial Auditor of the company to carry out the Secretarial Audit of the Company for the year ending March 2016.

The Secretarial Audit Report for F.Y. 2014-15 is enclosed and marked as Annexure III.

21. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support during the difficult times being experienced by the Company.

Sincere thanks are also due to the management team and the staff for their valuable contribution despite adverse circumstances being faced by the Company.

By Order of the Board of Directors TANIL R. KILACHAND Chairman Registered office: Plot No. B-17/18, Gandhinagar Electronic Estate Gandhinagar 382 024, GUJARAT Dated: 27th May, 2015


Mar 31, 2014

Dear Members,

The Directors presentthe Twenty Fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014

1. PRODUCTION ACTIVITIES

During the Financial Year 2013-14 your Company recorded a Production of 1362.87 Lacs pes in comparison to 1706.06 Lacs pes in Financial Year 2012-13, a drop of 20 %.

During the financial year your Company outsourced some of manufactured products to makeup for the low production.

2. SALES

The total sales during the Financial Year 2013-14 was Rs.1029.01 Lacs against sales of Rs.955.07 Lacs in last Financial Year, an increase of 8 %. The product mix continue to change and customer requirements shift from large size to smaller size and due to this ASPs come down marginally. Sales to Instrumentation & Industrial Electronics Segments increased by 6 %.

3. FINANCIAL RESULTS

The Company''s operations for the year has resulted in to profit of Rs. 0.43 Lacs (Previous year loss of Rs. 7.20 Lacs). During the year before interest, depreciation and tax there is surplus of Rs. 66.42 Lacs. (Previous year Rs.38.27 lacs). In previous year after debit of Rs. 200.79 Lacs under exceptional item, there was loss of Rs. 207.99 Lacs. During current year there was no such exceptional item.

In view of the accumulated loss, your Directors have not been able to recommend any Dividend for the year 2013-14.

4. FINANCE

DuringtheyearCompany negotiated with BankofBarodafor One Time Settlement (OTS) of Rs.241.91 lacs in full and final settlement of all claims/dues against the Company, including interest and all other charges, cost, expenses etc., including overdraft facility of Rs.76 lacs. Company has paid Rs.241.91 Lacs during the year & has received the No due certificate.

Now Company has fully repaid term loans from all financial institutions/ Bank and also overdraft facility of Bank.

5. FIXED DEPOSITS

The Company has not received any deposits from Public during the year.

6. PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

7. PROCEEDINGS BEFORE BIFR.

Since its net worth turned positive, the Company ceased to be a sick Industrial Company within the meaning of S.3(1) (o) of Sick Industrial Company Act, 1985 (SICA). Board for Industrial & Financial Reconstruction (BIFR) has vide its order dated 1st November, 2013 discharged the Company from the purview of SICA.

The accumulated losses of the Company as at the end of this financial year has resulted in erosion of 50% or more of its peak net worth during the immediately preceding four Financial years. Company will report the fact of such erosion to BIFR as per S.23 of SICA

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968, the Report of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure-I forming part of this report.

9. DIRECTORS

Mr. P. T. Kilachand and Mr. A. H. Mehta retire from office by rotation but being eligible, offer themselves for reappointment.

Mr. A. H. Mehta has been appointed as Managing Director with effect from 1st June, 2014.

10. AUDIT COMMITTEE

Your Company has set-up an Audit Committee of Directors as mandated by section 292(A) of the Companies Act, 2013 as amended. Mr.Chandrakant Khushaldas, Brig.K.Balasubramaniam and Mr.T.R.Kilachand are the members of the Audit Committee.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures;

(ii) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

(iii) 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.

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

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

13. AUDITORS''REMARKS

As regards the remarks in the Auditors'' Report, please refer to the Notes on Accounts which are self-explanatory.

14. APPOINTMENT OF AUDITORS

You are requested to appoint Auditors. The retiring Auditors M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible for re-appointment.

15. APPOINTMENT OF COST AUDITORS

The Board of Directors has appointed M/s. V. H. Savaliya and Associates, Cost Accountants, Ahmedabad (Membership No.13867) being eligible and having sought re-appointment, as Cost Auditors of the Company to carry out the cost audit of all the products manufactured by the Company for the year ending March, 2015.

16. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to the Central and State Government authorities, including Gujarat Industrial Investment Corporation Ltd., and the Collaborators Kyocera-AVX Corpn, of USA.

Sincere thanks are also due to the Management team, the staff and workers for their valuable contribution during this critical period of the Company.

On behalf of the Board of Directors, T. R. KILACHAND Chairman

Registered Office:

Plot No. B-17/18,

Gandhinagar Electronic Estate,

Gandhinagar382 024,

GUJARAT.

Dated : 29th May, 2014.


Mar 31, 2013

TO THE MEMBERS

The Directors present the Twenty Fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013

1. PRODUCTION ACTIVITIES

During the Financial Year 2012-13 your Company recorded a Production of 1706.06 Lacs pcs in comparison to 1384.28 Lacs pcs in Financial Year 2011-12, an increase of 23 %.

2. SALES

The total sales during the Financial Year 2012-13 was Rs. 946.86 Lacs against sales of Rs.827.26 Lacs in last Financial Year, an increase of 14%. The products mix continue to change and customer requirements shift from large size to smaller size and due to this ASPs come down marginally. Sales to Instrumentation & Industrial Electronics Segments incrased by 44%.

3. FINANCIAL RESULTS

The Company''s operations for the year has resulted in to loss of Rs.7.20 Lacs (Previous year profit of Rs. 48.36 Lacs). However, before interest, depreciation and tax there is Surplus of Rs. 38.27 Lacs (Previous year Rs.83.45 Lacs). After debit of Rs. 200.79 Lacs (Previous year Rs.123.40 Lacs) under exceptional items, there is loss of Rs. 207.99 Lacs (Previous year Rs.75.04 Lacs).

In view of the accumulated loss, your Directors have not been able to recommend any Dividend for the year 2012-13.

4. FINANCE

After the One Time Settlement (OTS) with IFCi last year, the Company negotiated with IDBt for OTS against their all dues, costs etc. IDBI accepted the payment of Ks.201 lacs as full and final settlement of their dues. The Company thereafter received "No Dues Certificate" from IDBI also.

The Company has negotiated with Bank of Baroda for OTS of Rs.165.91 lacs''in full and final settlement of all claims against the Company, including interest and all other charges, cost, expenses etc., excluding overdraft facility of Rs.75 lacs. Company is in process of payment of this amount.

5. FIXED DEPOSITS

The Company has not received any deposits from Public during the year.

6. PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

7. PROCEEDINGS BEFORE THE HIGH COURT OF GUJARAT AT AHMEDABAD/BIFR/AAIFR.

As informed to you in the previous year, BIFR had vide its order dated 28.04.2009 directed the Company to redeemX/2 % non- cumulative Redeemable Preference shares of Rs.981.50 lacs issued to Term Lenders as per AAIFR Order dated 27.03.2002. Against the said order of BIFR, the Company had filed an appeal to AAIFR. AAIFR vide its order dated 22.02.2011 upheld the said order of BIFR. The Company then had filed Writ petition in the High Court of Gujarat, Ahmedabad, against the said Order of AAIFR.

High Court of Gujarat vide its order dated 8.04.2013 quashed and set aside the order passed by AAIFR and BIFR.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968, the Report of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure-I forming part of this report.

9. DIRECTORS

Mr.Tanil R. Kilachand and Mr. A. B. Shah retire from office by rotation but being eligible, offer themselves for reappointment.

Gujarat Industrial Investment Corporation Ltd (GIIC) has withdrawn nomination of Mr. R. K. Jani. Board noted active participation & Contribution of Mr. R. K. Jani during his tenure as a Director. GIIC has proposed to appoint Mr. D. D. Patelas its nominee on the Board of the Company. Mr. D. D. Patel has been appointed in the casual vacancy of Mr. R. K. Jani.

10. AUDIT COMMITTEE

Your Company has set-up an Audit Committee of Directors as mandated by section 292(A) of the Companies Act, 1956 as amended. Mr.Chandrakant Khushaldas, Brig.K.Balasubrarnaniam and Mr.T.R.Kilachand are the members of the Audit Committee.

11. DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors confirm that:

(i) in the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures;

(ii) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

(iii) 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.

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

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

13. AUDITORS''REMARKS

As regards the remarks in the Auditors'' Report, please refer to the Notes on Accounts which are self-explanatory.

14. APPOINTMENT OF AUDITORS

You are requested to appoint Auditors. The retiring Auditors M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible for re-appointment.

15. APPOINTMENT OF COST AUDITORS

Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA General Circular NO.1V2011 dated April 11, 2011, (as amended vide General Circular No. 3£#012 dated 6th November, 2012) the Audit Committee has recommended and the Board of Directors has appointed M/s. V. H. Savaliya and Associates, Cost Accountants, Ahmedabad (Membership No.13867) being eligible and having sought re-appointment, as Cost Auditors of the Company to carry out the cost audit of all the products manufactured by the Company for the year ending March, 2014.

16. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to the Central and State Government authorities, including Gujarat Industrial Investment Corporation Ltd., Bank and Financial Institutions and the Collaborators Kyocera-AVX Corpn of USA.

Sincere thanks are also due to the Management team, the staff and workers for their valuable contribution during this critical period of the Company.

On behalf of the Board of Directors,

T. R. KILACHAND Chairman

Registered Office:

Plot No. B-17/18,

Gandhinagar Electronic Estate,

Gandhinagar 382 024,

GUJARAT.

Dated : 24th May, 2013.


Mar 31, 2012

The Directors present the Twenty Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012

1. PRODUCTION ACTIVITIES

During the Financial Year 2011-12 your Company recorded a Production of 1384.28 Lac pcs in comparison to 1488.01 Lac pcs in Financial Year 2010-11, a decrease of 7 %.

2. SALES

The total sales during the Financial Year 2011-12 was Rs.827.26 Lacs against sales of Rs. 912.90 Lacs in last Financial Year, a decrease of 9%. The market slow down was dominant in the 2nd & 3rd Quarters and signs of improvement have been observed in Quarter -IV. Due to change in product Mix the ASPs recorded were lower than last year. Major sales recorded were in the Instrumentation & Industrial Electronics, EMS and Automotive Segments.

3. FINANCIAL RESULTS

The Company's operations for the year has resulted into profit of Rs.48.36 Lacs (Previous year Rs. 54.91 Lacs). However, before interest, depreciation and tax there is Surplus of Rs.83.45 Lacs (Previous year Rs.165.32 Lacs). After debit of Rs.123.40 Lacs under exceptional items, there is loss of Rs.75.04 Lacs.

In view of the accumulated loss, your Directors have not been able to recommend any Dividend for the year 2011-12.

4. FINANCE

The Company has fully repaid term loans with interest to Term Lenders.

5. FIXED DEPOSITS

The Company has not received any deposits from Public during the year.

6. PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company.

7. PROCEEDINGS BEFORE THE AAIFR / BIFR/HIGH COURT OF GUJARAT.

In compliance with the Order of the Appellate Authority for Industrial & Financial Reconstruction (AAIFR) dated 27th March, 2002, the Company has substantially fulfilled its obligations as per the directions of AAIFR.

The Board for Industrial & Financial Reconstruction (BIFR) vide its Order dated 28.04.2009 had directed that the Company shall implement the provision of Sanctioned Scheme and redeem the non-cumulative Preference shares. The Company thereafter, as legally advised, filed an appeal before AAIFR, against the said Order. AAIFR vide its order dated 22.02.2011, upheld the order of the BIFR.

The Company thereafter filed a writ petition in the High Court of Gujarat, at Ahmedabad, which granted Stay vide its Order dated 21.06.2011 against the order of AAIFR and the petition is pending in the High Court of Gujarat.

As informed to you in the previous year, the IFCI and IDBI had revoked the One Time Settlement Scheme Sanctioned by Appellate Authority for Industrial & Financial Reconstruction (AAIFR) due to alleged breach of Terms and conditions committed by the Company in payment/redemption of Preference share capital.

The Company negotiated with IFCI for one time settlement against their all dues, costs etc. The Company paid Rs.123.40 Lacs as agreed and has received "No due Certificate" from IFCI.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968, the Report of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in Annexure-I forming part of this report.

9. DIRECTORS

Mr. Chandrakant Khushaldas and Mr.R. K. Jani retire from office by rotation but being eligible, offer themselves for reappointment.

10. AUDIT COMMITTEE

Your Company has set-up an Audit Committee of Directors as mandated by section 292(A) of the Companies Act, 1956 as amended. Mr.Chandrakant Khushaldas, Brig. K. Balasubramaniam and Mr.T.R.Kilachand are the members of the Audit Committee.

11. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm that :

(i) in the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures;

(ii) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

(iii) 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.

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

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a separate report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

13. AUDITORS' REMARKS

As regards the remarks in the Auditors' Report, please refer to the Notes on Accounts which are self-explanatory.

14. APPOINTMENT OF AUDITORS

You are requested to appoint Auditors. The retiring Auditors M/s.C.C.Chokshi & Co., Chartered Accountants, Ahmedabad are eligible for re-appointment.

15. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to the Central and State Government authorities, including Gujarat Industrial Investment Corporation Ltd., Bank and Financial Institutions and the Collaborators Kyocera-AVX Corpn of USA.

Sincere thanks are also due to the Management team, the staff and workers for their valuable contribution during this critical period of the Company.

On behalf of the Board of Directors,

T. R. KILACHAND Chairman

Registered Office: Plot No. B-17/18 Gandhinagar Electronic Estate Gandhinagar 382 024 GUJARAT. Dated : 30th May, 2012.

 
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