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Directors Report of Kavit Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2015.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS : (StandAlone) Particulars Year Ended Year Ended March 31, March 31, 2015 2014 (Amt. in Rupees)

Turnover 61,98,915.82 74,33,691.81

Other Income 42,17,987.01 64,62,963.64

Expenditure 88,74,677.49 1,31,37,881.11

Profit(Loss) Before Taxes 15,42,225.34 7,58,774.34

Taxes expenses_

Current Tax 4,76,548.00 58,450.00

Deferred Tax NIL NIL

Profit after Tax available for appropriation 10,20,855.34 7,00,324.34

Dividend NIL NIL

Balance carried forward to Balance Sheet10,20,855.34 7,00,324.34

The Indian economy is witness of the downturn in all industries during the financial year 2014-15. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 1.5 times of profit against the profit of previous financial year.

No material changes and commitments occurred between the end of the financial year and date of report which affects financial position.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY:

During the year under review, the Company has incorporated a new subsidiary, Kavit Green Energy Private Limited.

MEETINGS OF THE BOARD:

During the year 6 (six) Board Meetings were convened and held. The details of which are given as under Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that:

i. In the preparation of the Annual Accounts of the Company for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are no material departures for the same;

ii. 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 of the Company for the year under review;

iii. 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;

iv. The directors have prepared the Annual Accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year the company has reappointed following persons as an independent director in pursuance of the section 149 of the Companies Act, 2013:

1. Kiran Jethalal Soni -

2. Nikhil Pranay Pednekar

3. Amit Tarachand Shah

4. Jigar Premchand Motta

Similarly, the following persons erstwhile appointed as an Additional Director and their appointments were confirmed in last Annual General Meeting:

1. Chirag Vinodchandra Thakkar

2. Hirenkumar Pravinsinh Rao

3. Kavit Jayeshbhai Thakkar

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kavit Jayeshbhai Thakkar, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re- appointment. Your Directors recommend his re-appointment for your approval.

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

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 is appended with Corporate Governance Report and MGT-9.

AUDITORS AND THEIR REPORT:

Sheetal Samriya & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investments covered under the provision of section 186 of Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY DISCLOSURES:

The Company usually carried-out contracts or transactions with related parties on Arms length basis, thus, it doesn't attracts the provisions of Section 188 of the Companies Act, 2013. During the year under Consideration, the Company was not entered into contracts or transactions with related parties.

DIVIDENDS:

In view of long term interests of the company, your Directors do not recommend any dividend.

INSURANCE:

Movable and fixed Assets are adequately insured.

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

Conservation of Energy

The Company does not have material information required under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 to offer and hence no particulars have been furnished.

Foreign Exchange Earning/Outgo

There were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT:

Your company has policy on risk management and your Management, from time-to- time, identifies, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of remuneration committee framed a policy for selection and appointment of directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition and scope of work of such Committees is elaborated separately under the Corporate Governance Report.

PREFERENTIAL ALLOTMENT:

Initially, the Company had issued convertible warrants of Rs. 40 Crores on preferential basis. During the year, those warrants was converted into 4,00,00,000 equity shares ofRs. 10.00 each.

EXTRACT OF ANNUAL RETURN:

Company has annexed herewith as Annexure extract of Annual Return in MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the company, together with a certificate from the company's auditor/s confirming compliance, forms an integral part of this report.

INDUSTRIAL RELATIONS:

The relationship between the workmen and staff remained cordial and harmonious during the year and management received full co-operation from employees.

OTHER INFORMATION:

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon.

2. The Company couldn't complied with Section 203, 204 of the Companies Act, 2013, however, it endeavor to comply the same in next financial year.

3. In order to conserve financial resources of the Company, none of the directors of the Company drawn remuneration during the year hence it need not required to disclose Ratio of remuneration of each director to the median to the employee's remuneration

4. The Company has not accepted deposits during the year within the provision of Section 134 (3) (q) & Rule 8(5)(v) & (vi) of the Companies (Accounts)Rules,2014.

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. Your directors states that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

7. In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

ACKNOWLEDGEMENTS

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

Date: 31/08/2015 SD/- Place: Vadodara Jayesh R. Thakkar Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Year Ended Year Ended Particulars March 31, 2014 March 31, 2013 (Amt. in Rupees)

Turnover 74,33,691.81 1,74,55,928.00

Other Income 64,62,963.64 11,35,076.00

Expenditure 1,31,37,881.11 1,83,53,530.00

Profit(Loss) Before Taxes 7,58,774.34 2,37,474.00

Taxes expenses

Current Tax 58,450.00 1,82,047.00

Deferred Tax NIL NIL

Profit after Tax available for 7,00,324.34 55,427.00

appropriation

Dividend NIL NIL

Balance carried forward to Balance 7,00,324.34 55,427.00 Sheet

OPERATIONAL PERFORMANCE:

The Indian economy is witness of the downturn in all industries during the financial year 2013-14. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 3 times of profit against the profit of previous financial year.

DEPOSITS:

During the year the Company has not accepted any deposits from the publicunder section 58A and section 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

DIVIDENDS:

In the view of long run interest of the company, your Directors do not recommend any dividend.

PARTICULARS OF EMPLOYEES:

There is nothing to report pursuant to the information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this report, as there are no employees drawing the said salary above the limits prescribed under the said section.

INSURANCE:

Movable and fixed Assets are adequately insured.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING/OUTGO:

* Conservation of Energy

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

* Foreign Exchange Earning/ Outgo

There were no foreign exchange earnings or outgo during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of company confirms:

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

* that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

* that the directors had 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;

* that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Clause - 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance along with Certificate issued by Practicing Chartered Accountants in terms of Clause - 49 of the Listing Agreement is attached which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis forms part of this Report and it deals with the Business, Operations and Financial Performance etc.

DIRECTORS:

Mr. Kavit Thakkar, Mr. Chirag Thakkar and Mr. Hirenkumar Rao were appointed as an Additional Director of the Company whose terms of office shall vacate at ensuing Annual General Meeting. Your Directors recommend their reappointments for your approval.

Mr. Amit Shah, Jigar Motta, Kiran Soni and Nikhil Pednekar, Directors are Independent Director of the Company. With the intent to align their terms of office of Independent Director in accordance with the new Companies Act, 2013 they will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointments for your approval.

AUDITORS:

The Auditors, M/s. N. R. Parikh & Co., Chartered Accountants, has resign from the office with effect from 13th February 2014 because of his pre-occupation elsewhere and to fill up the vacant position of Statutory Auditor, the Company has appointed M/s. Sheetal Samriya & Associates, Chartered Accountant as statutory Auditor of the Company for the financial year 2013-14 whose terms of office shall expire at conclusion of ensuing Annual General Meeting. Hence, the Directors recommend to re-appoint M/s. Sheetal Samriya & Associates, Chartered Accountants, as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company.

AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors'' Report which requires any clarifications / explanations. The notes to accounts forming part of the financial statements are self explanatory.

CHANGE OF NAME:

During the Financial Year, the Company has changed its name from "Atreya Petrochem Limited" to "Kavit Industries Limited" by passing of Special Resolution at the Annual General Meeting of the Company was held on 30th September, 2013.

ACKNOWLEDGEMENT:

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For, Kavit Industries Limited

Date: 30/05/2014 SD/- Place: Vadodara Jayesh R. Thakkar Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2013.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2012-2013 2011-2012 (Rs.) (Rs.) (9 Months)

PROFIT BEFORE DEPRECIATION AND TAX : 1258560 83,763

(LESS) : Depreciation (1021086) (NIL)

PROFIT BEFORE TAXATION : 237474 83763

(LESS): Current Tax (182047) (15,850)

PROFIT FOR THE YEAR 55427 67,913

(2) DEPOSITS:

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

(3) DIVIDENDS:

In view of long term interests of the Company, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year or more and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors)

Rules, 1988 to offer and hence no particulars have been furnished.

B. FOREIGN EXCHANGE EARNING & OUTGO:

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

(6) DIRECTORATE:

Mr. Jigar Premchand Motta and Mr. Kiran Jethalal Soni retire at this Annual General Meeting and being eligible, offer themselves for reappointment as Director liable to retire by rotation. M r. Mihir Jani was appointed as a retiring director at the last annual general meeting held on 29-9-2012

(7) DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

(8) AUDITORS:

M/s. N.R. Parikh & Co., Chartered Accountants, Vadodara, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made, would be within the limit under section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditor and fix their remuneration.

(9) ACKNOWLEDGMENTS:

Your Directors wish to thank the Government Authorities, Banks, Customers, Suppliers and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

For and on behalf of the board



Sd/-

Place : Vadodara (Jayeshbhai R Thakkar)

Date : 30.05.2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2011-2012 2010-2011 (9 months) (15 months) (Rs.) (Rs.)

PROFIT BEFORE DEPRECIATION AND TAX 6,99,656 99,29,277

(LESS) : Depreciation (6,15,893) (16,02,003)

PROFIT BEFORE TAXATION : 83763 77,85,482

(LESS): Current Tax (15,850) (2,50,000)

PROFIT FORTHE YEAR 67,913 75,35,482

(2) DEPOSITS:

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

(3) DIVIDENDS:

In view of long term interests of the Company, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year or more and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

B. FOREIGN EXCHANGE EARNING & OUTGO:

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

(6) DIRECTORATE:

Mr. Santosh Kahar, Mr. Sombhai Thakkar & Mr. Bachubhai Thakkar retire at this Annual General Meeting and being eligible, offer themselves for reappointment as Director liable to retire by rotation.

(7) DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

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

(8) AUDITORS:

M/s. N.R. Parikh & Co., Chartered Accountants, Vadodara, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made, would be within the limit under section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditor and fix their remuneration.

(9) ACKNOWLEDGMENTS:

Your Directors wish to thank the Government Authorities, Banks, Customers, Suppliers, and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place : Vadodara For and on behalf of the board

Date : 01.09.2012 Sd/-

(Jayesh Raichandbhai Thakkar)

Chairman


Mar 31, 2010

The Directors have pleasure in presenting their annual report to gether with the audited statement of accounts for the financial year ended on 31st march 2010

FINANCIAL AND WORKING RESULTS

PARTICULARS 2009-2010 2008-2009 Rs Rs

Profit Before Depreciation 95,82,385 (1,31,062)

(less): Depreciation (12,83,163) (2,14,956)

Profit After Depreciation 82,99,222 (3,46,018)

(less): Prior Period Expensed - 15000

Net Profit Before Taxation 82,99,222 (3,61,018)

(Less): provision for Taxation - -

Net Profit After Taxation 82,99,222 3,61,018

(less): Prior Period Expenses (30,000) -

(Less): Loss brought forward from previous (2,98,30,885) (2.94.69.867)

Balance Carried to Balance Sheet (2,15,61,663) (2,98,30,885)

(2) DEPOSITS

The company has not accepted any deposits during the year with the meaning of the companies acceptance of deposits rules 1975.

(3) DIVIDENDS

In view of carried forward losses your directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs 24.00.000 per annum or Rs 2.00.000 per month for any part of the year or more and hence no particular have been furnished as required under section 217 of the companies act 1956 read with the companies particulars of employees rules 1975.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY

A.CONSERVATION OF ENERGY

The company does not have material information required under section 217of the of the companies act 1956 read with the companies disclosures of particular in the board of directors rules 1988 to offer and hence no particulars have been furnished.

B.FOREIGN EXCHANGE EARNING & OUTGO

During th year the company has neither earned nor spent any foreign exchange.

(6) DIRECTORATE :

Mr Santoshbhai R kahar retires at the ensuing annual general meeting and being eligible offers himself for reappointment as director liable to retire by rotation.

(7) DIRECTORS RESPONSIBILITY STATEMENT :

i) Your directors have followed the applicable accounting standards along with proper explanation relating to material depaeture if any while preparing the annual accounts

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

iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv Your directors have prepared the annual accounts on a going concern basis

(8) AUDITORS

M/S N.R PARIKH & CO chartered accounts vododra auditors of the company retire at the conclusion of this annual general meeting and being eligible offer them selves for reappointment your requested to appoint auditors and fix their remuneration

(9) AUDITORS REPORT

Clause no 4 of notes to accounts schedule L is self explanatory in respect of auditors comment in clause no 3 of their report

(10) ACKNOWLEDGEMENTS

Your directors take opportunity to express their gratitude to government employee and bankers and for their valuable support and co-operation

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara Chairman

Date : 25/08/2010


Mar 31, 2008

The Directors have pleasure in presenting the Directors Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2008.

1. FINANCIAL AND WORKING RESULTS:

PARTICULARS 2007-08 2006-07 (Rs) (Rs)

Gross (Loss) before (6,62,202) (1,33,615) Depreciation

(less): Depredation - (12,77,483)

Net (Loss) before Taxation (6,62,202) (14,11,098)

(less): Provision for Taxation

Net (Loss) after Taxation (6,62,202) (14,11,098)

(less): Loss brought forward (2,88,07,665) (2,73,96,567) from P.Y.

Balance Carried to the Balance (2,94,69,867) (2,88,09,665) sheet

Note: the Company has not carried out any operations during the year. However, your directors are exploring avenues for the same.

2. DEPOSITS:

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

3. DIVIDENDS:

In view of carried forward losses, your Directors do not recommend any dividend.

4. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 24,00,000 per annum i.e. Rs. 2,00,000 per month or more for any part of the year or more and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules), 1975.

5. DIRECTORS:

Mr. Mahesh M. Nandani retires at the ensuing Annual General Meeting, being eligible and offers himself for re-appointments be and is hereby by re-appointed as the Director of the Company.

Mr. Sombhai Shankarbhai Thakkar being appointed by the Board as an Additional Director in the Board Meeting held on 5th February, 2008, be and is hereby appointed as a director of the Company.

Mr. Bachubhai Shankerla Thakkar being appointed by the Board as an Additional Director in the Board Meeting held on 15th March, 2008, be and is hereby appointed as a director of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217{2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the accounts for the period ended 31st March, 2008, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and loss of the Company for the year under review.

iii. 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 fraud and other irregularities.

iv. The Directors have prepared the accounts for the period ended 31st March, 2008 on a "going concern" basis.

7. AUDITORS:

M/s N.R. Parikh & Co., chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, who have signified their willingness to accept appointment and have further confirmed their eligibility under section 224(1B) of the Companies Act, 1956.

8. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report and Report on Corporate Governance are made part of this Annual Report.

9. ACKNOWLEDGEMENTS:

YOUR Directors take this opportunity to express their gratitude to employees, bankers and government for their valuable support and co-operation.

For and on behalf of the Board

Place: Vadodara. S/d

Date: 25th August, 2008.

Director