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Directors Report of Metroglobal Ltd.

Mar 31, 2016

To,

The Members,

METROGLOBAL LIMITED

Ahmedabad.

The Directors have pleasure in presenting herewith their 24thAnnual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE):-

(Rs. Lacs)

Particulars

2015-16

2014-15

Turnover for the year

35919.72

38190.73

Expenditure for the year excluding Depreciation and Amortization Exp.

33841.01

35633.93

Profit before Depreciation, interest and Amortization Exp.

2078.71

2556.80

Less: Depreciation and Amortization Exp.

20.98

76.25

Interest Expenses

101.73

127.48

Profit or Loss after Depreciation and Amortization Exp. Interest But before Tax

1956.00

2353.07

Less: Current Tax

400.00

0.00

Profit or Loss After Tax

1556.00

2353.07

DIVIDEND:-

Due to Implementation of Companies Act-2013 w.e.f. 1st April 2014, the Government of India has issued a guidance Note to set off the prior period loss and then to distribute the dividend vide Notification Number 1/31/2013-clv dated 12/06/2014 to be read with Companies Declaration and Payment of Dividend Amendment Rules-2014. Considering this Your Company is in a process to set off the prior period losses against the current period profits. In view of this your Directors do not recommend the Dividend.

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:-

The turnover of the company for the various segments was Rs. 35919.72 lacs for the year 2015-16 as against the turnover of Rs. 38190.73 lacs during the year 2014-15.

Your Company earned net profit of Rs. 1556.00 lacs during the year 2015-16 as against the net profit of Rs. 2353.07 lacs during the year 2014-15.

The management of the company is hopeful for the better performance in the coming years.

NO CHANGE IN SHARE CAPITAL

The paid up share capital as on March 31,2016 stands at Rs. 1632.67 lacs consisting equity Shares of Rs. 10/- each with No change as compared to previous year.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS:

COMPANY PETITION NO. 302 OF 2014 IN THE BOMBAY HIGH COURT MUMBAIWINING UP PETITION ADMITTED AGAINST ELDER PHARMASUTICALS LIMITED.

The Bombay High Court, Mumbai passed the order on 19th July, 2016 against Elder Pharmaceuticals Limited for admission of our petition for winding up. for nonpayment of our dues.

SUBSIDIARY COMPANY:-

The Company has only one subsidiary company namely METROCHEM CAPITAL TRUST LIMITED. The Annual Accounts and related documents of the Subsidiary Company shall be made available for inspection at the Registered Office of the Company. The same will also be made available upon request by any member of the Company interested in obtaining the same.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The Board''s report shall contain a separate section wherein a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statement is presented

REPORTS ON MANAGEMENT DISCUSSION ANLYSIS AND CORPORATE GOVERNANCE:-

Report on Management discussion and corporate governance report are annexed as Annexure- 1 and Annexure -2 respectively to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Pursuant to the provisions of section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) rules 2014, the Company has approved CSR Policy encompassing Company''s philosophy for describing its responsibility as a Corporate Citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the Community at large .

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 54.31 lacs and the Company has spent Rs. 45.05 lacs during the Current Financial Year. The Shortfall of Rs. 9.26 lacs in the spend during the year under the report is intended to be utilized in a phased manner in future, upon identification of suitable projects within the Company''s CSR policy. The requisite details on CSR activities pursuant to Section 135 of the Act and attached as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure-3 to this Report.

DIRECTORS:-

During the year Mr. Sandeep S. Bhandari, Director of the Company retires by rotation and being eligible offer himself for reappointment.

Brief resume of the Director proposed to be appointed/reappointed nature of their expertise and details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening Annual General Meeting forming part of the Annual Report

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-

Five meeting of the Board of Directors were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

AUDIT COMMITTEE:-

Four meeting of the Audit Committee were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors'' Report. In Line with the Companies Act-2013 the Board of Directors of the Company vide its meeting dated 27/05/2015 revised the terms of reference of Audit Committee and same was approved by the Audit Committee too. The Board undertake and confirms in true spirit that the Composition of the Committee is in accordance with the provisions of Section 177(2) of Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the performance of the Board and Individual Directors was evaluated by the Board seeking relevant inputs from all Directors. The Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Director. A separate meeting of the Independent Directors, performance of the Board as a whole and performance of the Chair-person of the Company.

INDEPENDENT DIRECTORS'' MEETING:-

The performance of the members of the Board, the Board levels Committees and the Board as a whole was evaluated at the meeting of the independent Directors of the Company. The Proper Records of the Minutes to this effect is maintained.

NOMINATION AND REMUNERATION COMMITTEE:-

Four meeting of the Nomination and Remuneration Committee were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors'' Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:-

Your Company recognizes the value of the transparency and accountability in its administrative and management practices. Your Company has established the said Mechanism since long. According to the Provisions of Section 177(9) to be read with 177(10) the Company has established the same since long. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle Blower Policy and vigil Mechanism in view to provide a mechanism for the Directors and employees of the company to approach Audit Committee of the Company to report existing /probable violation of laws, rules, regulations or unethical conduct.

EXTRACT OF THE ANNUAL RETURN:-

Extract of the Annual Return for the Financial Year ended on 31st March.2016 as required by section 92(3) of the Act is annexed as Annexure -4to this Report Vide Form MGT-9.

DECLARATION BY INDEPENDENT DIRECTORS:-

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the listing Agreement:

1. Shri Sandeep S.Bhandari.

2. Shri Nilesh R.Desai

The company has received requisite declarations/ confirmations from all the above directors confirming their independence, POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:-

The requisite details as required by Section 134 (3) (e), Section 178 (3) & (4) and Clause 49 of the listing Agreement are Annexed as Annexure-5 to this Report.

LISTING FEES:-

Listing fees for the year 2016-17 has been paid to the BSE (Stock Exchange) wherein the equity Shares of the Company is listed and also paid to the Depositories i.e. CDSL & NSDL.

DEPOSITS:-

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules,2014.

PARTICULARS OF EMPLOYEES:-

During the year under review. no employee of the Company is employed throughout the financial year and in receipt of Rs. 60 lacs or more, or employed for part of the year and in receipt of Rs. 5 lakhs or more a month, under Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INSURANCE:-

During the year all insurable interests of the Company including inventories, building, equipment and others to the extent necessary were/are adequately insured with all possible riders and therefore all assets including Human Capital is sufficiently insured.

INTERNAL FINANCIAL ONTROL:-

The Corporate Governance Policy guides the Conduct of the Affairs of your company and clearly delineates the roles, responsibilities at each level of its key functions involved in governance. Your company has in place adequate internal Financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review process ensure that such systems are reinforced on an ongoing basis.

STATUTORY AUDITORS:-

AMPAC & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration FRN 112236 w, Membership No: 044062), Chartered Accountants (CAs), Mumbai were appointed as the statutory auditors of the Company at the 22ndAnnual General Meeting (AGM) of the Company held on Tuesday, 30th September,2014 have been the Auditors of the Company since 2011 and have completed a term of 4 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit urm as auditor for more than two terms of uve consecutive years. Section 139 of the Act has also provided a period of four years from the date of commencement of the Act to comply with this requirement.

In accordance with Section 139 of the Act, Members are requested to ratify the appointment of the Auditors for the balance term to hold office the conclusion of 24th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2016-17 (subject to ratification of their appointment at every AGM).

AUDITORS'' REPORT:-

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor / secretarial auditor in his report shall be given.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended on 31st March,2016.

SECRETARIAL AUDIT REPORT:-

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March,2016 given by

C.S. Jignesh Shah, Practicing Company Secretary is annexed as Annexure-6 to this Report.

As regards observations made in the said Secretarial Audit Report regarding Shortfall in the spend on CSR activities, explanation is given in this Directors'' Report under the heading " Corporate Social Responsibility".

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provision of Companies Act,2013. It established various level of accountability and overview within the company. While vesting identified manager with responsibility for each significant risk.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:-

Particulars of loans given and of the investments made by the Company as on 31st March,2016 are given in the Notes forming part of the Financial Statements.

The Company also made investments in schemes of various liquid / mutual funds aggregating to Rs. 4047.28 lacs. (The Scheme of Mutual fund is out of the Preview of Section 186 of Companies Act-2013).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:- 188

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form AOC-2.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO:-

Additional information on conservation of energy .technology absorption, foreign exchange earnings and outgo as required , to be disclosed in terms of section 134 of the Act, read with The Companies (Accounts) Rules, 2014 is annexed as Annexure-7 to this Report.

COST AUDITORS:

As per the requirements of Section 148 of the Act, read with The Companies ( Cost Records and Audit) Rules,2014 the Cost Audit is not applicable to the Company .

INSTANCES OF FRAUD, IF REPORTED BY THE AUDITORS:-

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

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed as Annexure-8 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

a) in the preparation of the annual accounts for financial year ended 31st March, 2016, the applicable accounting standards have been followed and there is no material departures from the same;

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 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) 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 for the financial year ended 31st March, 2016 on a going concern basis.

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards of environment compliances and therefore adopted a systematic approach towards environment management by embedding a vision of being an "Injury Free" and "Zero Environment Incident" organization. Over the past many years, your company has been progressing well in terms of reducing injury frequency rates and has improved safety records.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN OF WORKPLACE ( PREVENTION AND REDRESSAL) ACT, 2013:-

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committee at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the Financial year 2015-16. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

ACKNOWLEDGMENT:-

Your Directors place on record their sincere thanks to the Banks, Central and State Governments for their continuous support and contribution to the company.

The Directors also express their gratitude to the Shareholders for the confidence reposed in the Management of the Company.

For and on behalf of the Board

Sd/-

Place : Ahmedabad Gautam M. Jain

Date : 12th August, 2016 Chairman & Managing Director

(DIN 00160167)(


Mar 31, 2015

The Directors have pleasure in presenting here with their 23rd Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2015.

FINANCIAL SUMMARY OR HI GHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE):-

(Rs,Lacs)

Particulars 2014-15 2013-14

Turnover for the year 38190.73 27654.82

Expenditure for the year excluding Depreciation and Amortization Exp. 35633.73 25170.94

Profit before Depreciation and interest 2556.80 2483.88

Less: Depreciation 76.25 36.18

Interest Expenses 127.48 152.12

Profit after Depreciation, Interest but before Tax 2353.07 2295.58

Less: Current Tax 0.00 0.00

Profit After Tax 2353.07 2295.58

DIVIDEND-

Due to Implementation of Companies Act-2013 wef. 1st April 2014, the Government of India has issued a guidance Note to set off the prior period loss and then to distribute the dividend vide Notification Number 1/31/ 2013-cl v dated 12/06/ 2014 to be read with Companies Declaration and Payment of Dividend Amendment Rules-2014 . Considering this Your Company is in a process to set off the prior period losses against the current period profits In view of this your D rectors do not recommend the Dividend.

BRIEF DESCRIPTI ON OF THE COMPANY'S WORKI NG DURI NG THE YEAR/ STATE OF COMPANYS AFFAIR -

The turnover of the company for the various segments was 38190.73 lacs for the year 2014-15 as against the turnover of ' 27654.82 lacs during the year 2013-14.

Your Company earned net profit of 2353.07 lacs during the year 2014-15 as against the net profit of 2295.58 lacs during the year 2013-14.

The management of the company i s hopeful for the better performance i n the coming years.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS

SPECI AL LEAVE PETITI ON (CI VIL) NO 22679 OF 2013 IN THE SUPREME COURT OF I ND A , DEPARTMENT OF INCOME TAX v/s METROCHEM INDUSTRIES LI M TED

The Honourable Supreme Court of India on 15/ 04/ 2015 passed the order and dismissed the Special Leave Petition filed by Department of Income tax.

DETAILS OF SUBSIDIARY COMPANIES:-

In terms of the General Exemption under Section 212 (8) of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its circular no.02/ 2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Account s and the Auditors ' Report thereon for the financial year ended 31st March, 2015 along with the Reports of the Board of D rectors of the Company's subsidiary has not been annexed with the Balance Sheet of your Company.

The Annual Account s and related documents of the Subsidiary Company Metro hem Capital Trust Limited shall be made available for inspection at the Registered Office of the Company. The same will also be made available upon request by any member of the Company interested in obtaining the same.

As directed by the said circular, the financial data of the Subsidiary has been furnished under 'Subsidiary Companies Particulars forming part of the Annual Report. Further Pursuant to Accounting Standard As-21 issued by the Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The Board's report shall contain a separate section wherein a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statement is presented.

REPORTS ON MANAGEMENT DI SCUSSI ON ANLYSI S AND CORPORATE GOVERNANCE:-

As required under the listing Agreement with Stock Exchanges ("Listing Agreement"), management discussion and corporate governance report are annexed as Annexure- 1 and Annexure -2 respectively to this Report.

CORPORATE SOCIAL RESPONSIBILITY ( CSR):-

Pursuant to the provisions of section 135 of the Companies Act,2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) rules 2014, the Company has constituted a CSR Committee vide resolution passed by the Board dated 27/ 05/ 2014 and Shri Gautam M.Jain is the Chairman of the Committee, Shri Nilesh R.Desai and Shri Rahul G.Jain are the members of t he Committee. The Board of Directors, based on the recommendations of the Committee, formulated CSR Policy encompassing Company's philosophy for describing its responsibility as a Corporate Citizen , laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the Community at large.

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs, 49.34 lacs and the Company has spent Rs, 26.71 lacs during the Current Financial Year. The Shortfall of Rs, 22.63 lacs in the spend during the year under the report is intended to be utilized in a phased manner in future, upon identification of suitable projects within the Company's CSR policy. The requisite details on CSR activities pursuant to Section 135 of the Act and attached as per annexure attached to the Companies ( Corporate Social Responsibility Policy ) Rules, 2014 are annexed as Annexure-3 to this Report.

DI RECTORS: -

During the year Mr.Rahul G.Jain, Director of the Company retires by rotation and being eligible offer himself for reappointment.

Brief resume of the Director proposed to be appointed/ reappointed nature of their expertise and details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening Annual General Meeting forming part of the Annual Report

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-

Five meeting of the Board of Directors were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors' Report.

AUDIT COMMI TTEE: -

Four meeting of the Audit Committee were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors' Report. In Line with the Companies Act-2013 the Board of Directors of the Company vide its meeting dated 27/ 05/ 2014 revised the terms of reference of Audit Committee and same was approved by the Audit Committee too. The Board undertake and confirms in true spirit that the Composition of the Committee is in accordance with the provisions of Section 177(2) of Companies Act-2013.

BOARD EVALUATI ON

Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the Listing Agreement, the performance of the Board and individual Directors was evaluated by the Board seeking relevant inputs from all the Directors. The Nomination and Remuneration committee ( NRC) reviewed the performance of the individual Director. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chair-person of t he Company.

INDEPENDENT DIRECTORS' MEETING -

The performance of the members of the Board, the Board levels Committees and the Board as a whole was evaluated at the meeting of the independent Directors of the Company. The Proper Records of the Minutes to this effect is maintained.

NOMI NAT ON AND REMUNERATI ON COMMITTEE -

Four meeting of the Nomination and Remuneration Committee were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Directors' Report.

DETAILS OF ESTABLISHMENT OF VIG L MECHANI SM FOR D RECTORS AND EMPLOYEES -

Your company recognizes the value of the transparency and accountability in its administrative and management practices. Your Company has established the said Mechanism since long. According to the Provisions of Section 177(9) to be read with 177(10) the Company has established the same since long. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle Blower Policy and vigil Mechanism in view to provide a mechanism for the D rectors and employees of the company to approach Audit Committee of the Company to report existing / probable violation of laws, rules, regulations or unethical conduct.

EXTRACT OF THE ANNUAL RETURN: -

Extract of the Annual Return for the Financial Year ended on 31st March. 2015 as required by section 92(3) of the Act is annexed as Annexure - 4 to this Report Vide Form MGT-9.

DECL ARATI ON BY I NDEPENDENT DI RECTORS -

The following D rectors are independent in terms of Section 149(6) of the Act and Clause 49 of the listing Agreement:

1. Shri Sandeep SBhandari.

2. Shri Nlesh RDesai

The company has received requisite declarations/ confirmations from all the above directors confirming their independence,

POLICY ON DI RECTORS APPOINTMENT AND REMUNERATI ON: -

The requisite details as required by Section 134 (3) (e), Section 178 (3) & (4) and Clause 49 of the listing Agreement are Annexed as Annexure-5 to this Report.

DEPOSITS-

During the year under review, the Company has neither invited nor accepted / renewed any deposit from the public within the meaning of Section 73 to 76 of Companies Act-2013 to be read with Rules framed and notified there under. and rules made there under and as on March 31, 2015 the Company had no unclaimed deposits or interest thereon due to any depositor.

PARTI CULARS OF EMPLOYEES -

During the year under review no employee of the Company is employed throughout the financial year and in receipt of Rs. 60 lacs or more , or employed for part of the year and i n recei pt of Rs. 5 lakhs or more a month, under Rule 5 (2) of Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INSURANCE-

During the year all insurable interests of the Company including inventories, building, equipment and others to the extent necessary were/are adequately insured.

AUDI TORS-

AMPAC & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration FRN 112236 w, Membership No: 044062 ), Chartered Accountants (CAs), Mumbai were appointed as the auditors of the Company at the 22nd Annual General Meeting (AGM) of the Company held on Tuesday, 30th September, 2014 have been the Auditors of the Company since 2011 and have completed a term of 3 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In accordance with Section 139 of the Act, Members are requested to ratify the appointment of the Auditors for the balance term to hold office the conclusion of 23rd Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2016-17 (subject to ratification of their appointment at every AGM).

AUDITORS' REPORT:-

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor / secretarial auditor in his report shall be given.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended on 31st March,2015.

SECRETARIAL AUDIT REPORT:-

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March,2015 given by CS Jignesh A. Shah, Practicing Company Secretary is annexed as Annexure-6 to this Report.

As regards observations made in the said Secretarial Audit Report regarding Shortfall in the spend on CSR activities, explanation is given in this Directors' Report under the heading " Corporate Social Responsibility".

RI SK MANAGEMENT POLICY

The Company has adopted a Risk Management policy in accordance with the provision of Companies Act 2013 and Clause 49 of Listing Agreement. It established various level of accountability and overview within t he company, while vesting identified manager with responsibility for each significant risk.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTI ON 186 OF THE ACT: -

Particulars of loans given and of the investments made by the Company as on 31st March, 2015 are given in the Notes forming part of the Financial Statements.

The Company also made investments in schemes of various liquid mutual funds as on 31st March, 2015 aggregating to Rs, 3985.87 lacs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WI TH RELATED PARTI ES: - 188

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act , 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form AOC-2.

PARTICULARS REGARDING CONSERVATI ON OF ENERGY, TECHNOLOGY ABSORPTI ON, FOREI GN EXCHANGE EARNINGS / OUTGO: -

Additional information on conservation of energy technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of section 134 of the Act , read with The Companies (Accounts) Rules, 2014 is annexed as Annexure-7 to this Report.

COST AUDITORS:

As per the requirements of Section 148 of the Act , read with The Companies (Cost Records and Audit) Rules,2014 the Cost Audit is not applicable to the Company.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

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

MANAGERIAL REMUNERATION:

DI SCLOSURE UNDER RULE 5 (2) AND 5 (3) OF THE COMPANIES (APPOI NTMENT AND REMUNERATI ON OF MANAGERIAL PERSONNEL) RULES,2014

The requisite details relating to remuneration of the specified employees covered under the above rules are annexed as Annexure-8 to this Report

DI RECTORS' RESPONSIBILITY STATEMENT:-

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act , 2013, shall state that—

a) in the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed and there is no material departures from the same;

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 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) 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 ot her irregularities;

d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such syst em were adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WI TH REFERENCE TO THE FINANCIAL STATEMENTS: -

The Company has in place adequate internal financial controls with reference to financial Statements , during the period under review , such control were test ed and no reportable material weakness in the design or operation was observed.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards of environment compliances and therefore adopted a systematic approach towards environment management by embedding a vision of being an 'Injury Free' and 'Zero Environment Incident' organization. Over the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records.

DI SCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with t he requirement s of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2014-15. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

ACKNOWLEDGMENT:-

Your Directors place on record t heir sincere thanks to the Banks, Central and State Governments for t heir continuous support and contribution to the company.

The Directors also express their gratitude to the Shareholders for the confidence reposed in the Management of the Company.

For and on behalf of the Board

Sd/ -

Place :Ahmedabad Gautam M. Jain

Date :13th August, 2015 Chairman & Managing Director

(DIN 00160167)


Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in submitting the Twenty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: ( Rs. Lacs )

Particulars YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013

Net Revenue from operations 27197.58 19669.63

Other Income 457.24 629.17

Total Revenue 27654.82 20298.80

Profit Before Finance Cost & Depreciation & Impairment 2483.88 2360.81

Less: Finance Cost 152.12 99.86

Depreciation & Impairment 36.18 109.13

Profit Before Extraordinary item & Tax 2295.58 2151,82

Extraordinary items - -

Profit Before Tax 2295.58 2151,82

Payment & Provision for Current Tax

(1) Current tax - -

(2) Deffered tax asset/(liability) written of - -

(3) Earlier year excess (-) /Short ( ) provision for tax - -

Prior period Expenditure/(Income ) -

Profit After Tax 2295.58 2151.82

Add: Balance brought forward from the previous year (12129.06) (14080.88)

Profit Available for Appropriation (9833.48) (11929.06)

Appropriations:

Transfer to General Reserve - (200.00)

Total - (200.00)

Balance Carried to Balance Sheet (9833.48) (12129.06)



OPERATIONAL PERFORMANCE

The turnover of the company for the various segments was Rs. 27197.58 lacs for the year 2013-14 as against the turnover of Rs. 19669.63 lacs during the year 2012-13.

Your Company earned net profit of Rs. 2295.58 lacs during the year 2013-14 as against the net profit of Rs. 2151.82 lacs during the year 2012-13.

The management of the company is hopeful for the better performance in the coming years.

RECOGNITION :

Your Company has received a prestigious award BWI Business world Fastest growing Companies Award-2014 given by Business world Magazine, wherein it has been ranked 1st among the fastest growing companies in India for the year 2014, in the category of listed companies with annual net sales of over Rs. 100 crores and net profit in excess of Rs. 10 crores.

DIVIDEND

Due to Implementation of Companies Act, 2013 w.e.f. 1st April 2014, the Government of India has issued a guidance Note to set off the prior period loss and then to distribute the dividend vide Notification Number 1/31/2013-clv dated 12/06/ 2014 to be read with Companies Declaration and Payment of Dividend Amendment Rules, 2014. Considering this Your Company is in a process to set off the prior period losses against the current period profits. In view of this your Directors do not recommend the Dividend.

CONSOLIDATED ACCOUNTS

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report.

SUBSIDIARY COMPANY

In terms of the General Exemption under Section 212 (8) of the Companies Act,1956 granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated 8th February,2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors '' Report thereon for the financial year ended 31st March,2014 along with the Reports of the Board of Directors of the Company"s subsidiary has not been annexed with the Balance Sheet of your Company.

The Annual Accounts and related documents of the Subsidiary Company shall be made available for inspection at the Registered Office of the Company. The same will also be made available upon request by any member of the Company interested in obtaining the same.

As directed by the said circular, the financial data of the Subsidiary has been furnished under ''Subsidiary Companies Particulars forming part of the Annual Report. Further Pursuant to Accounting Standard As-21 issued by the Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

DIRECTORS

Pursuant to the requirement of the Companies Act, 2013 Mr. Sandeep S. Bhandari (DIN 01379445) & Mr. Nilesh R. Desai (DIN 00058890) Director(s) of the Company, Who are independent Directors of the Company as per Companies Act-2013 to be read with Clause 49 of Listing Agreement. Due to Immergence of Companies Act, 2013 w.e.f. 1st April 2014 to be read with Rules made thereunder, your Directors request you to Appoint them for a further period of 5 years.

During the year Mr.Nilesh R. Desai (DIN 00058890), independent Director of the Company retire by rotation and being eligible offer himself for reappointment.

Brief resume of the Director proposed to be appointed/reappointed for a further period of 5 years, nature of their expertise and details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening Annual General Meeting forming part of the Annual Report.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted / renewed any deposit from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and rules made there under and as on March 31, 2014 the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to focus on good corporate Governance practices in line with emerging standards. Your Company has implemented the mandatory conditions of Corporate Governance as contained in Clause 49 of listing Agreement. Separate Reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates form part of this report.

FORMATION OF VARIOUS COMMITTEES

Details of the various committees constituted by the Board of Directors as per the provisions of the Clause 49 of the Listing Agreement and Companies Act, 1956 & As Per Companies Act-2013 are given in the Corporate Governance Report as annexed and forming part of this report.

Your Company has formed The CSR Committee under Section 135 of Companies Act-2013. The Constitution of the Same is well informed to the Ministry of Corporate Affairs.

The CSR Committee is consisting of

· Mr. Gautam M. Jain

· Mr. Rahul G. Jain

· Mr. Nilesh R. Desai

The Terms of Reference of CSR Committee is well defined by the Board.

Listing and Depositary Fees

Your Company has paid the Listing Fees to BSE for the Year 2014-15 and Depositary Fees for NSDL and CDSL for the Year 2014-15.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors place on record a Responsibility Statement,

subject to the notes to accounts, stating that :

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

ii) Accounting policies selected were applied consistently and have made judgments and estimates that are reasonable and prudent ;

iii) Proper and sufficient care has been taken 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) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, required to be disclosed under 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 set out in the Annexure A forming part of this report.

PARTICULARS OF EMPLOYEES

Information required to be disclosed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable as none of the employee was in receipt of a remuneration of Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above per annum during the year.

INSURANCE

During the year all insurable interests of the Company including inventories, building, plant & machinery, equipments and others to the extent necessary were/are adequately insured.

COST AUDIT

During the year under review there was no production of "Dyes" or "Paper" and hence Cost Audit as required under Section 233B of the Companies Act,1956 is not applicable to the company. The company has made necessary application to the Ministry of Company affairs, Cost Audit Branch, New Delhi for seeking Exemption from the Cost Audit of the unit for F.Y.2013-14 and the said exemption is granted by the Ministry.

AUDITORS:

AMPAC & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration FRN 112236 w, Membership No: 044062 ), Chartered Accountants (CAs), Mumbai were appointed as the statutory auditors of the Company for ûnancial year 2013-14 at the Annual General Meeting (AGM) of the Company held on Tuesday, 30th September, 2014 have been the Auditors of the Company since 2011 and have completed a term of 3 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit ûrm as auditor for more than two terms of ûve consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, AMPAC & Associates, Chartered Accountants, Mumbai being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 4th August,2014 proposed the appointment of AMPAC & Associates, Chartered Accountants, Mumbai as the statutory auditors of the Company for a period of three years to hold ofûce from the conclusion of this AGM till the conclusion of the 25th AGM of the Company to be held in the year 2016-17 (subject to ratiûcation of their appointment at every AGM.

INDUSTRIAL RELATIONS

During the year under review, the industrial relations remained harmonious and cordial. The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels. With their support the Company looks forward to a brighter future.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Ministry of Corporate Affairs, Ministry of Commerce and Industries, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/-

Place :Ahmedabad Gautam M. Jain Date :4th August, 2014 Chairman & Managing Director (DIN 00160167)


Mar 31, 2012

The Directors have pleasure in submitting the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: (Rs. lacs)

Particulars YEAR ENDED YEAR ENDED 31-03-2012 31-03 2011

Net Revenue from operations 14533.06 5379.25

Other Income 294.13 527.21

Total Revenue 14827.19 5906.46

Profit Before Finance Cost & Depreciation 2278.07 2092.36

Less: Finance Cost 86.96 36.90

Depreciation 53.40 73.52

Profit Before Extraordinary item & Tax 2137.71 1981.94

Extraordinary items - (2530.89)

Profit Before Tax 2137.71 (548.95)

Payment & Provision for Current Tax

(1) Current tax - -

(2) Deferred tax asset/(Liability) written of (45.51) -

(3) Earlier year excess (-)/Short ( ) provision for tax - (8.32)

Prior period Expenditure/(Income) 3.54

Profit After Tax 2183.22 (544.17)

Add: Balance brought forward from the previous year (15470.92) (10766.50)

Profit Available for Appropriation (13 287.70) (11310.67)

Appropriations:

Transfer to General Reserve (200.00) (4160.25)

Transfer to Debenture Redemption Reserve (300.00) (4160.25)

Proposed Dividend on Equity Shares (252.26) -

Tax on Dividend (40.92) -

Total (793.18) (4160.25)

Balance Carried to Balance Sheet (14080.88) (15470.92)

OPERATIONAL PERFORMANCE

The Scheme of Amalgamation sanctioned by Hon'ble Bombay High Court was implemented during the year under review.

The turnover of the company for the various segments was Rs. 14533.06 lacs for the year 2011-12 as against the turnover of Rs. 5379.25 lacs during the year 2010-11.

Your Company earned net profit of Rs. 2183.22 Lacs during the year 2011-12 as against the loss of Rs. (544.17) Lacs during the year 2010-11.

The management of the company is hopeful for the better performance in the coming years.

DIVIDEND

Your directors pleased to recommend dividend @ 20% Rs. 2/- per Share (Tax Free) on paid up capital of 12613042 equity shares of Rs. 10/- each.

ORIGINAL JURISDICTION APPEAL No.27 of 2012 FILED AGAINST REVIEW APPLICATION MISC CIVIL APPLICATION N0.59 of 2011

the Income tax department, Ahmadabad had filed Original Jurisdiction Appeal No: 27 of 2012 against the Order passed by Gujarat High Court in OJ Misc Civil Application No: 59 of 2011 in Company Petition No. 177 of 2010. The above said OJ Appeal is pending before Hon'ble Gujarat High Court.

RECORD DATE

The Company had announced 2nd FEBRUARY, 2012 as "RECORD DATE", for Reduction of Share Capital and issue of New Shares to the Shareholders of Metrochem Industries Limited as per Scheme of Arrangement approved by High Court of Bombay.

LISTING OF EQUITY SHARES ON BOMBAY STOCK EXCHANGE (BSE) SCRIP CODE : 500159

The Company has received Listing Approval from Bombay Stock Exchange Limited, Mumbai on 9th July,2012 by their letter No:DCS/AMAL/AK/IP/190/2012-13 and trading permission by their Notice No: 20120801-26 dated 1st August,2012 subject to revocation of suspension by Bombay Stock Exchange Limited, Mumbai.

The Company has created its own website : www.metragloballimited.com for the benefit of its equity shareholders and public at large.

The Company has appointed Company Secretary and Compliance Officer for better services of the equity shareholders.

EFFECTIVE CAPITAL OF METROGLOBAL LIMITED (Formerly known as Global Boards Limited)

The Company had announced record date 2nd February,2012 for Reduction of Share Capital of Metroglobal Limited (Formerly Known as Global Boards Limited (GBL) and allotment of shares by Metroglobal Limited (Formerly known as Global Boards Limited) (GBL) to the shareholders of Metrochem Industries Limited (MCIL), pursuant to the Modified Scheme of Arrangement approved by the Bombay High Court, Mumbai. On implementation of Scheme of Arrangement, the issued, subscribed and paid-up Equity share capital of Metroglobal Limited (Formerly known as Global Boards Limited} (GBL) is Rs. 12,61,30,420 (Rupees Twelve Crores Sixty One lacs Thirty Thousand Four Hundred Twenty Only) divided into 1,26,13,042 (One Crore Twenty Six Lacs Thirteen Thousand Forty Two Only) fully paid-up equity shares of Rs. 10/- (Rupees Ten Only) each.

CONSOLIDATED ACCOUNTS

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report.

SUBSIDIARY COMPANY

In terms of the General Exemption under Section 212 (8) of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated 8th February,2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors' Report thereon for the financial year ended 31st March, 2012 along with the Reports of the Board of Directors of the Company's subsidiary has not been annexed with the Balance Sheet of your Company.

The Annual Accounts and related documents of the Subsidiary Company shall be made available for inspection at the Registered Office of the Company. The same will also be made available upon request by any member of the Company interested in obtaining the same.

As directed by the said circular, the financial data of the Subsidiary has been furnished under 'Subsidiary Companies Particulars forming part of the Annual Report. Further Pursuant to Accounting Standard As-21 issued by the Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

DIRECTORS

Pursuant to the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rahul G.Jain, director of the Company, retire by rotation and being eligible offer himself for reappointment.

Brief resume of the Director proposed to be appointed/reappointed, nature of their expertise and details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening Annual General Meeting forming part of the Annual Report.

Dr. G.K.Pillai and Shri A.V.Bedekar have resigned from the board of directors w.e.f 2nd July, 2012. Mr. Dineshkumar Singh has resigned from the board of directors w.e.f 31st July, 2012. The Board places on record its sincere appreciation for the valuable contribution during the tenure with the Company.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted/renewed any deposit from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and rules made there under and as on March 31, 2012 the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to focus on good Corporate Governance practices in line with emerging standards. Your Company has implemented the mandatory conditions of Corporate Governance as contained in Clause 49 of listing Agreement. Separate Reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates form part of this report.

FORMATION OF VARIOUS COMMITTEES

Details of the various committees constituted by the Board of Directors as per the provisions of the Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report as annexed and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors place on record a Responsibility Statement, subject to the notes to accounts, stating that:

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

ii) Accounting policies selected were applied consistently and have made judgments and estimates that are reasonable and prudent;

iii) Proper and sufficient care has been taken 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) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1938, is set out in the Annexure A forming part of this report.

On account of merger of Metrochem Industries Limited with the Metroglobal Limited (Formerly known as Global Boards Limited) the information relating to energy conservation, required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure A forming part of this report.

PARTICULARS OF EMPLOYEES

Information required to be disclosed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975 is not applicable as none of the employee was in receipt of a remuneration of Rs. 2,00,000/- and above per month or Rs. 24,00,000/ and above per annum during the year.

INSURANCE

During the year all insurable interests of the Company including inventories, building, plant & machinery, equipments and others to the extent necessary were adequately insured,

COST AUDIT

During the year under review there was no production of "Dyes" or "Paper" hence Cost Audit as required under Section 233B of the Companies Act,1956 is not applicable to the company. However Compliance report will be submitted by the Company as per Cost Audit Rules.

AUDITORS:

AMPAC & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The company has received letter from them to the effect of their reappointment, if made, would be within prescribed limit under section 224 (B) of the Companies Act,1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

COMMENTS ON AUDITORS' REPORT :

The remarks or qualifications given at Auditors Report and in the Annexure to Auditors Report are self - explanatory.

INDUSTRIAL RELATIONS

During the year under review, the industrial relations remained harmonious and cordial. The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels. With their support the Company Looks forward to a brighter future.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities. Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/- Gautam M.Jain Chairman & Managing Director

Place : Ahmedabad Date : 09th August, 2012


Mar 31, 2010

The Directors have pleasure in submitting the Eighteen Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Figures in Rupees)

Particulars Year Year

31.03.2010 31.03.2009

Total Income 3,237,456 53,837,603

Less : Total Expenditure 26,732,622 119,029,714

Profit /(Loss) before interest, depreciation and Impairment of Loss (23,495,166) (65,192,111)

Less :Interest & Finance Charges 4,053 33,475

Less :Depreciation/Amortization -- 44,819,345

Less: Impairment Loss 53,340,309 118,048,535

Profit /(Loss) Before Tax & Prior period items (76,839,528) (228,093,466)

Less : Fringe Benefit Tax -- (94537)

Profit /(Loss)after tax & Prior period items. (76,839,528) (228,188,003)

Prior period items (471,577) (332,624)

Profit / (Loss) during the year (77,311,105) (228,520,627)

Balance Brought Forward from Previous Year (1,415,363,723) (1,186,843,096)

Profit /(Loss) Carried to Balance Sheet (1,492,674,828) (1,415,363,723)



OPERATIONAL PERFORMANCE



The Company could not resume commercial production during the current year. The management is still evaluating the possibilities of strategic tie-ups.

During the previous year, the Company has entered into a Settlement Agreement dated January 5, 2009 under section 2(P) read with section 18 (1) of the Industrial Disputes Act, 1947 & Rule 62 of the Industrial Disputes (Bombay Rules, 1957) with the employees. The Company had paid all the dues of all the employees in accordance with this Settlement Agreement. There were no employees employed by the Company in the current year.



DEBENTURES ISSUED TO ASSET RECONSTRUCTION COMPANY INDIA LIMITED (ARCIL), INDIA DEBT MANAGEMENT PVT. LTD. AND OTHERS

Due to the turmoil in economic environment, the Company could not resume production and generate any cash flow to service the debentures issued under rehabilitation scheme approved by BIFR. The Company was in arrears in regard to payment of interest and redemption of part of the debentures. In light of this ARCIL has served a notice under section 13 (2) of the SARFAESI Act on the Company. Subsequently ARCIL has taken over the possession of the assets of the Company vide Possession notice dated July 2, 2009.

STATUS OF BIFR REFERENCE

Subsequent to the possession notice dated July 2, 2009 served by ARCIL to take over the possession of the assets of the Company, BIFR vide its summary record of review proceedings of the hearing dated July 16, 2009 abated the BIFR reference of the Company.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted / renewed any deposit from the public within the meaning of section 58A & 58AA of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Corporate Governance Report & practices followed by the Company are indicated separately in the Annexure B forming part of this report. A certificate from the statutory auditors of the Company, regarding the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed alongwith Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors place on record a Responsibility Statement, subject to the notes to accounts, stating that :

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

ii) Accounting policies selected were applied consistently and have made judgments and estimates that are reasonable and prudent ;

iii) Proper and sufficient care has been taken 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) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

During the year, the Company ;

- has not incurred any expenses on Research & Development.

- has not entered into any technical collaboration.

- there were no foreign exchange earnings and outgo.

The information relating to energy conservation, required to be disclosed under 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 set out in the Annexure A forming part of this report.

PARTICULARS OF EMPLOYEES

Information required to be disclosed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable as none of the employee was in receipt of a remuneration of Rs. 2,00,000/- and above per month or Rs. 24,00,000/- and above per annum during the year.

INSURANCE

During the year all insurable interests of the Company including inventories, building, plant & machinery, equipments and others to the extent necessary were adequately insured. However subsequent to the aforesaid possession notice from ARCIL, the assets are in the possession of ARCIL.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on The Bombay Stock Exchange Limited and the Company is in arrears of payment of listing fee for the years 2008-2009, 2009-2010 & 2010-2011 due to very tight liquidity position. The Company obtained approval from BSE for listing its shares issued after reduction of capital and consolidation pursuant to rehabilitation scheme. These approvals were received after 31st March 2008. The Companys shares still remains suspended from trading on Stock Exchange.

AUDITORS:

M/s D. N. Kanabar & Co., Chartered Accountants have been appointed as statutory auditors until the conclusion of the next Annual General Meeting. They have furnished the certificate of eligibility under Section 224(1B) of the Companies Act, 1956 in case of reappointment. The members are requested to consider their re-appointment for the current year and fix their remuneration.

COMMENTS ON AUDITORS REPORT :

The remarks or qualifications given at point no. vi in Auditors Report and point no. (ia), (iia) (vii), (viii), (ix)(a) & (b), (x) & (xi) to the Annexure to Auditors Report are self – explanatory. However, in light of the precarious financial condition, the management has done its best to address the issues raised. Please refer Notes to accounts and the explanation given herein above.

For and on behalf of the Board

Sd/- Sd/-

Arvind Bedekar Mr. Dinesh Kumar Singh

Director Whole - Time Director

Place : Mumbai

Date : 02.07.2010

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