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Directors Report of Multibase India Ltd.

Mar 31, 2015

The Directors are pleased to present the 24th Annual Report together with Audited Financial Statement of your Company for the Financial Year ended March 31, 2015.

(Rs,In Lac)

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

Profit before Depreciation 1,164.37 799.20

Depreciation 70.71 47.22

Profit before Tax 1,093.65 751.98

Provision for tax 371.49 244.09

Profit after Tax 722.16 507.89

Balance brought forward 2,024.67 1,516.78

from previous year

Balance carried forward to 2,737.33 2,024.67

Balance Sheet

OPERATIONS

During the year under review, the Company reported gross revenue from operations of Rs. 6,824.92 lac as against Rs. 6,048.19 lac during the FY 2013-14. The Company reported Profit Before Tax of Rs. 1,093.65 Lac and Profit After Tax of Rs. 722.16 Lac as against Rs. 751.98 Lac and Rs. 507.89 Lac respectively for the previous Financial Year.

DIVIDEND

In order to conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates or Joint ventures.

BOARD OF DIRECTORS

During the financial year 2014-15, Ms. Suely Mori was appointed as an Additional Director of the Company w.e.f. February 13, 2015, and holds office as such up to the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Ms. Suely Mori for the office of Directorship pursuant to Section 160 of the Companies Act, 2013.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Peter Cartwright will retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made there under.

AUDITORS

STATUTORY AUDITORS

The Members at the 23rd Annual General Meeting ("AGM") had approved the appointment of M/s. Deloitte Haskins & Sells (Firm Registration No. No.117364W) as Statutory Auditors of your Company for a period of 3 years to hold office from the conclusion of the 23rd AGM until the conclusion of the 26th AGM. In terms of section 139 of the Companies Act, 2013 such appointment is subject to the ratification by the Members at each AGM. M/s Deloitte Haskins & Sells have confirmed their eligibility to act as the Auditors of your Company. Further, as required under Clause 49 of the Listing Agreement with Stock Exchanges, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, your Directors seek ratification of the appointment of the Statutory Auditors for the financial year 2015-16

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/S Dhrumil M Shah & Co, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is enclosed as 'Annexure I' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS' REPORT

The Auditors' Report for the year ended March 31, 2015 does not contain any qualification, reservation or adverse remark.

COST AUDIT

Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records and Audit) Rules, 2014, your Company is not required to conduct Cost Audit.

However the Company is required to maintain cost records.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants for maintenance of the Cost records.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Krishna Joshi.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

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

b. 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 and loss of the company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis; and

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 systems were adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multiphase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company's risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities and provides treatment strategies to manage, transfer and avoid risks.

INTERNAL AUDIT

The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Board of Directors during the year under review approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company http://www. multibaseindia.com/financial-result/policies.htm

As on date, the members of the CSR Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Deepak Dhanak.

However the Company needs to plough back funds for business expenditure. The Company does not have sufficient reserves and hence has also not paid dividend to its shareholders. Hence the Board on the recommendation of the CSR committee in its meeting held on February 13, 2015 has decided that the company would not spend on CSR activities till the time the Company has sufficient reserves to pay dividend to shareholders.

A brief outline of the CSR Policy of the Company and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules 2014, are set out in 'Annexure II' to this Report.

CRITERIA FOR APPOINTMENT OF DIRECTORS AND RELATED MATTERS

The criteria for appointment of directors, related matter and remuneration policy is provided in 'Annexure III' to this Report.

ANNUAL EVALUATION OF THE DIRECTORS AND THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the directors individually. The evaluation of the Chairman, non-independent directors and the Board was conducted at the Independent Directors meeting held on 16th March 2015. The criteria for evaluation is provided in 'Annexure III' of this report.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The independent directors of the Company are informed about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, and related matters. The details of the familiarization programme is uploaded on the website of the Company www. multibaseindia.com

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and on an arm's length basis. There were no material related party transactions entered during the year as defined under Clause 49 of the Listing Agreement. In compliance with Clause 49 of the Listing Agreement the Company has adopted a policy to deal with related party transactions and for determining material subsidiary. The policy is on the website of the Company http://www.multibaseindia.com/financial-result/ policies.htm

VIGIL MECHANISM POLICY:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Board of Directors in their meeting held on May 31, 2014 established the Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company http://www.multibaseindia.com/financial-result/ policies.htm

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Clause 49 of the Listing Agreement.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The ratio of remuneration of each director to median remuneration of the employees of the company for the financial year under review along with the disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as 'Annexure IV'.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in 'Annexure V' which form parts of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as 'Annexure VI' to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

sd/- sd/-

H. N. Motiwalla Deepak Dhanak

Non-executive Managing Director Chairman

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

Din – 396210.

Tel.: 91 260 6614400

Fax: 91 260 2221578

Email: compliance.officer@multibaseindia.com

Website: www.multibaseindia.com

CIN: L01122DD1991PLC002959

Date : 4th August, 2015

Place: Mumbai


Mar 31, 2014

Dear members,

The Directors are pleased to present the 23rd Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2014.

(Rs. In Lac)

FINANCIAL RESULTS Year ended Year ended 31st March, 31st March, 2014 2013

Profit before Depreciation 799.20 703.14

Depreciation 47.22 49.27

Profit before Tax 751.98 653.87

Provision for tax 244.09 204.90

Profit after Tax 507.89 448.97

Balance brought forward 1516.78 1067.81

from previous year

Balance carried forward 2024.67 1516.78 to Balance Sheet

OPERATIONS FY 2013-14

During the year under review, the Company reported gross revenue from operations of Rs. 6048.19 lac as against Rs. 4976.78 lac during the FY 2012-13. The Company reported Profit Before Tax of Rs. 751.98 Lac and Profit After Tax of Rs. 507.89 Lac as against Rs. 653.87 Lac and Rs. 448.97 Lac respectively for the previous Financial Year.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Mr. Krishna Joshi, retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Mr. Peter Cartwright, who was appointed as Additional Director of the Company w.e.f. February 10, 2014, holds office as such upto the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Mr. Peter Cartwright for the office of Directorship pursuant to Section 160 of the Companies Act, 2013.

The term of Mr. Deepak Dhanak, Managing Director expired on March 1, 2014. Mr. Deepak Dhanak was reappointed as Managing Director of the Company for a term of 3 years commencing from March 2, 2014, by the Board of Directors at their meeting held on February 10, 2014, subject to the approval of the Shareholders at the Annual General Meeting. An Abstract of terms of his re-appointment and Memorandum of Interest was send to all the members of the Company pursuant to Section 302 of the Companies Act, 1956.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which got notified w.e.f. April 1, 2014, every listed company shall have at least 1/3rd of the total number of Directors as Independent Directors who shall not be liable to retire by rotation and who shall hold office for a term of 5 consecutive years. Consequently, your Board recommends the appointment of Mr. Harish Narendra Motiwalla and Mr. Ashok Chhabra as Independent Directors of the Company for a term of 5 consecutive years commencing from April 1, 2014 and shall not be liable to retire by rotation. In the opinion of the Board of Directors, these Independent Directors are independent of management and they fulfill the conditions specified in the said Act and the rules made thereunder.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

Ms. Diane Kelly resigned from the Directorship of the Company w.e.f. February 10, 2014. Your Directors place on record their appreciation for the contribution and guidance rendered to the Company during her tenure and wish her all the luck for her future endeavours.

AUDITORS

M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 139 and 141 of the Companies Act, 2013 read with Rules made thereunder. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the period of 3 years from the conclusion of this Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting (AGM) (subject to ratification of reappointment by members at every AGM held after this AGM).

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok Chhabra and Mr. Krishna Joshi.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

COST AUDIT

Pursuant to the Order no. F. No. 52/26/CAB-2010 dated January 24, 2012 of Ministry of Corporate Affairs, New Delhi, your Company is required to appoint Cost Auditor for doing Cost Audit of its Products.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants as Cost Auditor for the FY 2013-14. The Company is in process of filing the Cost Audit report in XBRL format with Ministry of Corporate Affairs. The due date of filing the Cost Audit report is 180 days from the end of FY 2013-14 i.e., 27th September, 2014.

DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Directors'' Report as Annexure "A" and forms part of this Annual Report.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of its employees draws more than or equal to Rs. 5,00,000/- per month, if employed in part of the financial year, and more than or equal to Rs. 60,00,000/- per annum, if employed throughout the financial year.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, Goa, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board sd/- sd/- H. N. Motiwalla Deepak Dhanak Chairman Managing Director

Registered Office: 74/5-6, Daman Industrial Estate, Kadaiya Village, Nani Daman, Daman and Diu, Union Territory, Pin - 396210. Tel.: 91 260 6614400 Fax : 91 260 2221578 Email: compliance.officer@multibaseindia.com Website: www.multibaseindia.com CIN: L01122DD1991PLC002959

Date : 05.08.2014 Place: Mumbai


Mar 31, 2013

To The Members,

The Directors are pleased to present the 22nd Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2013.

(Rs.In Lac)

FINANCIAL RESULTS Year ended Year ended 31st March, 31st March, 2013 2012

Profit before Depreciation 703.14 378.69

Depreciation 49.27 43.68

Profit before Tax 653.87 335.01

Provision for tax 204.90 115.36

Prof it after Tax 448.97 219.65

Balance brought forward from previous year 1067.81 848.15

Balance carried forward to

Balance Sheet 151678 1067-80

OPERTIONS FY 2012-13

During the year under review, the Company reported gross revenue from operations of Rs. 4976.78 lac as against Rs. 4307.63 lac during the FY 2011-12. The Company reported Profit Before Tax of Rs. 653.87 Lac and Profit After Tax of Rs. 448.97 Lac as against Rs. 335.01 Lac and Rs. 219.65 Lac respectively for the previous Financial Year, thereby reporting an increase of 95% and 104% respectively.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Pursuant to Article 152 of Articles of Association, Mr. Ashok Chhabra, retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.

Mr. Krishna Joshi, who was appointed as Additional Director of the Company w.e.f. May 1, 2013, holds office as such uptothe date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Mr. Krishna Joshi for the office of Directorship pursuant to Section 257 of the Companies Act, 1956.

None of Directors are disqualified from being appointed / re- appointed as Directors of the Company as per the disclosure received from them pursuant to Section 274(1 )(g) of the Companies Act, 1956.

Your Board recommends the appointment / reappointment of the above Directors at the ensuing Annual General Meeting.

Mr. Simon Bernard resigned from the Directorship of the Company w.e.f. May 1, 2013. Your Directors place on record his appreciation for the contribution and guidance rendered to the Company during his tenure and wish him all the luck for his future endeavours.

AUDITORS

M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1 B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the FY 2013-14.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok Chhabra and Mr. Krishna Joshi.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

COST AUDIT

Pursuant to the Order no. F. No. 52/26/CAB-2010 dated January 24, 2012 of Ministry of Corporate Affairs, New Delhi, your Company is required to appoint Cost Auditor for doing Cost Audit of its Products.

Accordingly, your Company appointed Nanty Shah & Associated, Cost Accountants as Cost Auditor for the FY 2011-12. The Company is in process of filing the Cost Audit report in XBRL format with Ministry of Corporate Affairs. The due date of filing the Cost Audit report is 180 days from the end of FY 2012-13 i.e., 27th September, 2013.

DEPOSITS

The Company has neither invited nor accepted any Fixed Deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is appended to this Directors'' Report as Annexure "A" and forms part of this Annual Report.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of its employees draws more than or equal to Rs. 5,00,000/- per month, if employed in part of the financial year, and more than or equal to Rs. 60,00,000/- per annum, if employed throughout the financial year.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, Goa, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

sd/- sd/- Mr. H. N. Motiwalla Mr. Deepak Dhanak Chairman Managing Director

Registered Office:

74/5-6, Daman Industrial Estate,

Kadaiya Village, Nani Daman,

Daman and Diu, Union Territory,

Pin-396210.

Date: May29, 2013

Place: Mumbai

 
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