Directors Report of Naisargik Agritech (India) Ltd.

Mar 31, 2014

The Members

Naisargik Agritech (India) Limited

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited statement of accounts for the period ended on 31st March, 2014.

FINANCIAL RESULTS :

(Amount in Rs.)

Particulars 2013-14 2012-13

Total Income 1,32,54,772 1,22,55,000

Total Expenditure 1,31,52,842 1,21,60,072

Profit / Loss before Tax 1,01,930 94,928

Provision for Taxation 31,496 19,900

Profit / Loss After Tax 70,434 75,028

DIVIDEND :

Your Directors do not recommend the dividend for the financial year ended 31.03.2014.

DIRECTORS :

Mr. Jignesh Patel is retiring by rotation at the ensuing annual general meeting and being eligible offered himself for re-appointment.

It is proposed to appoint as independent directors for five consecutive years for a term upto March 31, 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956. The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

AUDITORS :

M/s. Vishves A. Shah, Chartered Accountants, statutory auditors of the Company having Firm Registration Number 121356W retire at the ensuing AGM and are eligible for re-appointment. The Company has received letter from M/s Vishves A. Shah & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Bangalore Stock Exchange and Ahmedabad Stock Exchange (ASE). Presently trading of the shares are under suspension.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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 had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

PARTICULARS OF THE EMPLOYEES :

Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT :

Your Director wish to thanks the Shareholders of the Company for their continuous support and faith in the Management.

Place: Ahmedabad For and on behalf of the Board Date: 28.04.2014

Sd/- Jigneshkumar Patel Chairman

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Mar 31, 2011

To The Members of Naisargik Agritech (India) Limited

The Directors have pleasure in presenting the Seventeenth Annual Report together with the audited statement of accounts for the period ended on 31st March, 2011.

FINANCIAL RESULTS :

(Amount in Rs.)

Particulars 2010-11 2009-10

1. Total Income 2,72,62,500 2,35,18,400

2. Total Expenditure 2,68,69,238 2,32,19,543

3. Profit/ Loss before Tax 3,93,262 2,98,857

DIVIDEND :

To conserve the resources, your Directors do not recommend the dividend for the financial year ended 31.03.2011.

DIRECTORS :

Mr. Bipin M. Patel, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

AUDITORS :

M/s Vishves A. Shah & Co., Auditors of the Company retire at this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Bangalore Stock Exchange and Ahmedabad Stock Exchange (ASE). Presently trading of the shares are under suspension.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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 had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

PARTICULARS OF THE EMPLOYEES :

Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT :

Your Director wish to thanks the Shareholders of the Company.

DATE : 01.05.2011 BY ORDER OF THE BOARD OF DIRECTORS

PLACE : AHMEDABAD

SD/- (CHAIRMAN)