Directors Report of Ocean Agro (India) Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 24th ANNUAL REPORT of the Company along with Audited Accounts for the year ended 3151 March 2014.

1. FINANCIAL PERFORMANCE (Rs In lacs) Year ended Year ended 31/03/2014 31/03/2013 Rs Rs

Income for the year was 193984108 158094393

The year''s working shows a Gross Profit before D&T 18765076 8436080

Out of which, Provisions have been made for:

Depreciation 6975942 6488762

Provision for Taxation:

(i) Current Income Tax 2775000 1825000

(ii) Deferred Tax

Provision for doubt full debts 7500000

Previous year expenses 236632

Profit after Income Tax 1277502 122318

2. DIVIDEND

In view of inadequate profit during the financial year under review, the Directors are unable to declare dividend.

3. OPERATIONS & FUTURE PROJECTS

During the year under report turnover has increased 25 % from Rs. 1609.12 lacs to Rs. 2012.74 lacs and the profit after tax has increased from Rs. 1.22 lacs to Rs. 12.77 lacs. The Directors are endeavoring to improve the performance of the Company in the coming years. Company is strengthening it sales and distribution network by increasing sales staff in unrepresented areas.

Future Projects

At Present climate change is leading to drought-like conditions (shortage of freshwater for irrigation) in addition to irregular monsoon. Farmers today face serious problems of seed and nutrient shortages along with increased costs due to late and inadequate rainfall.

Ocean Agro research efforts have helped develop a new product which will help plants fight stress and salinity.

Your Company has developed a product which will help crops to sustain in drought condition(s). The product is also capable provide vital growth to plant so that crop particularly vegetables will give more yield.

Company''s field trial results are promising and are expecting high farmer adoption for this new class of products.

4. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels. Measures have been taken for Human Resources Development.

5. DIRECTORS

The company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with stock exchange, appointed Mr. Girishbhai G. Shah and Dr. Ramanbhai N.Patel as Independent Directors of the company. As per Section 149(4) of the Companies Act, 2013, which came into effect from September 25, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors.

In accordance with the provisions of the section 149 of the companies act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the notice of forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the independent Directors of the Company confirming that they meet with the criteria of independent as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing agreement with the Stock Exchanges.

Pursuant to requirements of the Companies Act, 2013 and article of Association of the Company, Shri Manharbhai Patel is liable to retire by rotation and being eligible offer himself for re-appointment. Board recommends the appointment of the Director of the company.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

6. INSURANCE

The Assets of the company have been adequately insured.

7. PUBLIC DEPOSIT

During the period under review the company has not mobilized resources by way of deposit from the public.

8. CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis Report, Report on Corporate Governance, and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Company''s Code of Conduct are made a part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed.

1. that in the preparation of the Account for the financial year ended 31st March,2012 the applicable standards have been followed along with proper explanation relating to material departures.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the, state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ending on that date;

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 accounts for the financial year ended on 31st March, 2014 on agoing concern basis.

10. AUDITOR AND ITS OBSERVATION

M/s. Ambalal M. Shah & Co., Chartered Accountants were appointed as the statutory auditors of the company for financial year 2013-14 at the Twenty Third Annual General Meeting of the Company held on and hold office till the conclusion of the Twenty Forth Annual General Meeting. Ambalal M. Shah & Co. has been auditors of the company since 2004-05 and has completed a term of Ten years.

As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint as audit 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 of years from the date of commencement of the Act to company with this requirement.

In view of the above, The company would like to comply with this new provision within said transactional period of three years. In the meantime, M/s. Ambalal M. Shah & Co. being eligible for re-appointment and based on the recommendation of the Audit committee, the Board of Directors has, as its meeting held on 30 May 2014, proposed the appointment of M/s. Ambalal M. Shah & Co. as the statutory auditors of the company for a period of three years to hold office from the conclusion of this AGM till the conclusion of the 28th AGM of the company to be held In the year 2018 (subject to ratification of their appointment at every AGM.)

The observations of the Auditors are duly explained in notes 26 the Annual Accounts.

11. COST AUDITORS

The Ministry of Corporate Affairs has introduced Companies (Cost Records and Audit) Rules 2014 vide its notification No. GSR430 CE dated June 3, 2011 and the Cost Audit Order No. 52/26/CAB/2010 dated January 24, 2012. This rule makes it mandatory for Specified Industries to appoint Cost Auditor. The Company is not covered under this rule. Company has not appointed Cost Auditor forthe Financial year.

12. SUBSIDIARY COMPANY

The Company had 1 subsidiary at the beginning of the year. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2012 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of subsidiary and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company. The annual accounts of the subsidiary will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiary to any member on demand.

13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required under section 217 (1) (e) of the Companies Act,1956 and the rules made therein, the concerned particulars relating to Energy conservation and Technology Absorption are not applicable to the Company. Foreign Exchange Earning and outgo is given in the Annexure forming part of this report.

14. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualify for such disclosure.

15. ACKNOWLEDGEMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organisation successful.

For and on behalf of the Board Place : Vadodara Kaushik Parikh M. D. Patel Date : 30th May 2014 Managing Director Joint Managing Director 27

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 23rd ANNUAL REPORT of the Company along with Audited Accounts for the year ended 31st March 2013.

1. ACCOUNTS AND FINANCIAL MATTERS :- (Rs. In lacs)

Year ended Year ended 31/03/2013 31/03/2012 Rs Rs

Income for the year was 158094393 161738299

The year''s working shows a Gross Profit of 8436080 8450901

Out of which, Provisions have been made for :-

Depreciation 6488762 6273750

Provision for Taxation : 1825000 1800000

(i) Current Income Tax 0 0

(ii) Deferred Tax 0 0

Provision for doubtfull debts 0 0

Previous year expenses 0

Profit after Income Tax 122318 377151



2. DIVIDEND :-

In view of inadequate profit during the financial year under review, the Directors are unable to declare dividend.

3. OPERATIONS & FUTURE PROJECTS :-

During the year under report turnover has decreased from Rs. 1637.95 lacs to Rs. 1609.12 lacs and the profit after tax has decreased from Rs. 3.77 lacs to Rs. 1.22 lacs. The Directors are endeavoring to improve the performance of the Company in the coming years. For communicating with farmers and dealers, call centre has been started. Several campaigns for product awareness and for advising farmers for their crops specific guidance have been launched successfully. In some parts of Gujarat, groups of farmers are really interacting with call centre agents and availing the facilities. This is direct communication with the end user and it is creating sustainable long term market for the company''s product(s). Gujarat State sales will increase more than 50 % in the current year due to this efforts.

Future Projects:

Now at present world over people are demanding organic food. Today what is available food is highly contaminated with toxic chemicals which are health Hazards. Present agriculture is energy, toxic chemicals (Fertilizers & Agrochemicals) and high cost oriented. It is not sustainable to Farmers and their children who will not continue this loss making agriculture.

Ocean Agro Products are eco friendly and cost effective and reduces the requirement of chemical fertilizers and toxic agrochemicals substantially. Now there is great future for such products. Since 1978 company is promoting organic farming with help their innovative products. Initially farmers were reluctant and hesitant to use organic inputs. Now farmers have realized the importance of Ocean Agro Products.

Your Company is working on developing a product which will help crops to sustain in draught condition. The product is also capable to give vital essential nutrients to plant so that crop particularly vegetables remain more fresh for longer duration.

Company has also conducted fild survey with the help of Agri MBA Students and the data obtained has been used by call centre to generate new campaigns for better success.

4. INDUSTRIAL RELATIONS :-

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels. Measures have been taken for Human Resources Development.

5. DIRECTORS :-

Shri Girishbhai Shah retires from the Board by rotation and being eligible, offers himself for re- appointment.

6. INSURANCE :-

The Assets of the company have been adequately insured.

7. PUBLIC DEPOSIT :-

During the period under review the company has not mobilized resources by way of deposit from the public.

8. CORPORATE GOVERNANCE REPORT :-

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis Report, Report on Corporate Governance, and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Company''s Code of Conduct are made a part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

9. DIRECTOR''S RESPONSIBILITY STATEMENT :-

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed :

1. that in the preparation of the Account for the financial year ended 31st March,2013 the applicable standards have been followed along with proper explanation relating to material departures ;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the, state of affairs of the company as at 31st March 2013 and of the profit of the company for the year ending on that date ;

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 accounts for the financial year ended on 31st March 2013 on a going concern basis.

10. AUDITOR AND ITS OBSERVATION

M/s Ambalal M Shah & Co. Chartered Accountants, retire as Auditor of the company and being eligible, offer themselves for re-appointment. A certificate is obtained from them that their re-appointment, if made, will be within the limit prescribed under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Observation of the Auditors are duly explained in notes 26 to the Annual Accounts.

11. COST AUDITOR :-

The Ministry of Corporate Affairs has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification No. GSR430 CE dated June 3, 2011 and the Cost Audit Order No. 52/26/CAB/2010 dated January 24, 2012. This rule makes it mandatory for Specified Industries to appoint Cost Auditor.

M/s R.K.PATEL & CO has been appointed as the Cost Auditor for the Financial Year 2013-14, subject to the approval of the Central Government.

12. SUBSIDIARY COMPANY :-

The Company had 1 subsidiary at the beginning of the year. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2012 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2013 is included in the Annual Report.

The annual accounts of subsidiary and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company.The annual accounts of the subsidiary will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiary to any member on demand.

13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required under section 217 (1) (e) of the Companies Act,1956 and the rules made therein, the concerned particulars relating to Energy conservation, Technology Absorption, Foreign Exchange Earning and outgo are not applicable to the Company.

14. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees quality for such disclosure.

15. ACKNOWLEDGMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organisation successful.



For and on behalf of the Board

Place : Vadodara Kaushik Parikh M. D. Patel

Date : 30th May 2013 Managing Director Joint Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 22nd ANNUAL REPORT of the Company along with Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL PERFORMANCE (Rs. In lacs) year ended year ended 31/03/2012 31/03/2011 Rs Rs

Income for the year was 161738299 147607826

The year's working shows a Gross Profit of 8450901 8701024 Out of which, Provisions have been made for

Depreciation 6273750 6520859

Provision for Taxation: 1800000 2000000

(i) Current Income Tax 0 0

(ii) Deferred Tax 0 0

Provision for doubtfull debts 0 0

Previous year expenses 0

Profit after Income Tax 377151 180166

2. DIVIDEND

In view of inadequate profit during the financial year under review, the Directors are unable to declare dividend.

3. OPERATIONS & FUTURE PROJECTS

During the year under report turnover has increased from Rs. 1500.21 lacs to Rs. 1637.95 lacs and the profit after tax has increased from Rs. 1.80 lacs to Rs. 3.77 lacs. The Directors are endeavoring to improve the performance of the Company in the coming years. The project of creating a data base as discussed last year for above three million farmers across the country is in progress. Pilot scale implementation was started this year and we have obtained data from few Districts of Gujarat already. This will enable the Company to have direct communication with the end user to provide customized solutions and create a sustainable long term market for the company's product(s).

Future Projects:

Fertilizer Prices have increased as subsidies are reduced; more over there is a shortage of UREA fertilizers. The inability of farmer's to obtain the required type and quantity of fertilizers at right time has become a common occurrence.

Government of India has started the ADHAR Scheme to give a unique ID to all citizens of the country. The government intends to credit fertilizers subsidy to farmers' accounts directly through ADHAR ID. This will help to remove present fertilizer subsidy system and will enable government to sell fertilizers at commercial rate which will be much higher than prevailing subsidized rate. Farmers will be more attracted for our products as they will be relatively cheaper than commercial fertilizers, leading to more demand.

Unfortunately the scheme is not progressing at the speed as required.

As discussed last year, Your Company has identified a unique opportunity in this scenario, where in identification and interaction with progressive farmers for testing BIO FERTILIZERS (organic fertilizer produced by us) has been started on one to one basis through our own call centre. A new product called AMRUTSANJIVANI PLUS has been developed and distributed for trials with selected farmers. Results from these test trials are encouraging and if successful will lead to a substantial demand creation. Such success will also allow better market recognition of our other products as well.

Your company has modified the Bio Fertilizer (DELTA) to make it more competitive. The liquid products mainly Amrutsanjivani Plus has been tried and have performed to the satisfaction of farmers for soil application (given with irrigation). This has opened up new avenues for new markets.

Your Company is in an advanced stage for designing and installing a hi-tech manufacturing plant to produce bio technology based organic fertilizers on economical scale.

The trials for bio technology based bio fertilizers are conducted in Universities and primary results are promising

As discussed last year a project to collect and create a database of farmers throughout Gujarat has been started, and has been operative in more than twelve districts. This database will enable the company to make direct communication via call-center with farmers and help the company to cater directly to the needs of the final consumers and also help to motivate progressive farmers. Your company is in advanced stages of designing crop specific sustainable organic farming solutions, using bio technology based products. Such industry- leading behavior will help your company to grow organically.

As mentioned in last year's report, the contact centre (Call Centre) for providing customized solutions for increasing yield has been started on a trial basis. This center will create a platform for developing a system and procedure to provide training to selected farmers. Moreover the performance of your company's product on farmer's field will be well documented and results will be conveyed to other famers for adopting company's product in short time.

4. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

Measures have been taken for Human Resources Development.

5. DIRECTORS

Dr. Ramanbhai N Patel retires from the Board by rotation and being eligible, offer himself for re-appointment.

6. INSURANCE:-

The Assets of the company have been adequately insured.

7. PUBLIC DEPOSIT

During the period under review the company has not mobilized resources by way of deposit from the public.

8. CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis Report, Report on Corporate Governance, and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Company's Code of Conduct are made a part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Account for the financial year ended 31st March,2012 the applicable standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the, state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ending on that date;

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 accounts for the financial year ended on 31st March, 2012 on a going concern basis.

10. AUDITORAND ITS OBSERVATION

M/s Ambalal M Shah & Co. Chartered Accountants, retire as Auditor of the company and being eligible, offer themselves for re-appointment. A certificate is obtained from them that their re-appointment, if made, will be within the limit prescribed under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Observation of the Auditors are duly explained in notes 26 to the Annual Accounts.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 and the rules made therein, the concerned particulars relating to Energy conservation, Technology Absorption, Foreign Exchange Earning and outgo are not applicable to the Company.

12. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees quality for such disclosure.

13. ACKNOWLEDGMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organisation successful.

For and on behalf of the Board

Place : Vadodara Kaushik Parikh M. D. Patel

Date : 30th May 2012 Managing Director Joint Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 20th ANNUAL REPORT of the Company along with

1. FINANCIAL PERFORMANCE :- (Rs. In lacs)

Year ended Year ended

31/03/2010 31/03/2009

Income for the year was 128418945 156247764

The years working shows a Gross Profit of 8924286 14914310

Out of which, Provisions have been made for :-

Depreciation 6577064 8199496

Provision for Taxation : 800000

(i) Current Income Tax 0 1500000

(ii) Deferred Tax 0 0

Provision for doubtfull debts 0 2500000

Previous year expenses 1010473

Profit after Income Tax 1547222 1704341

2. DIVIDEND:-

In view of inadequate profit during the financial year under review, the Directors are unable to declare dividend.

3. OPERATIONS & FUTURE PROJECTS :-

During the year under report turnover has decreased from Rs. 1543.83 lacs to Rs. 1390.11 lacs and the profit after tax has gone down from Rs. 17.64 lacs to Rs. 15.47 lacs. The Directors are endeavoring to improve the performance of the Company in the coming years. A whole new approach to marketing is being put in place. A data base of above three million farmers across the country is being created to enable the Company to have direct communication with the end user to understand its need and provide customised solution

Future Projects:

Indian farmers are unfortunate sufferers from fertilizer shortage. Major cause is poor logistics and distribution network as well as delay in procurement of imported fertilizers by various agencies. Even with the best government efforts, majority of the farmers are not fortunate to have required type and quantity of fertilizers at right time.

Your Company has identified a unique opportunity in this scenario, where in identification and interaction with progressive farmers for testing BIO FERTILIZER (organic fertilizer produced by us). Once these products are tested and accepted by the farmers, it will create sustainable demand. This will lead to their adopting our products and acting as ambassadors to the small and marginal farmers.

Your Company is looking into the possibility of starting a hi-tech manufacturing plant to produce bio technology based organic fertilizers on economical scale.

Project of collecting and creating a database of farmers throughout Gujarat has been started in four districts. This database will make direct-communication via call-centers a real possibility for the firm and help the company cater directly to the needs of the final consumers and also help motivate progressive farmers. Your company is planning to develop individually crop specific sustainable organic farming using bio technology based products, with these farmers, on whose success, Your company will gain opportunity for organic growth.

4. INDUSTRIAL RELATIONS :-

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels. Measures have been taken for Human Resources Development.

5. DIRECTORS :-

Shri Girishbhai Shah retires from the Board by rotation and being eligible, offer himself for re- appointment.

6. INSURANCE :-

The Assets of the company have been adequately insured.

7. PUBLIC DEPOSIT :-

During the period under review the company has not mobilized resources by way of deposit from the public.

8. CORPORATE GOVERNANCE REPORT :-

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis Report, Report on Corporate Governance, and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Companys Code of Conduct are made a part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 is attached to this report.

9. DIRECTORS RESPONSIBILITY STATEMENT -

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to

Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Account for the financial year ended 31st March,2010 the applicable standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the, state of affairs of the company as at 31st March 2010 and of the profit of the company for the year ending on that date;

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 accounts for the financial year ended on 31st March, 2010 on a going concern basis.

10. AUDITOR AND ITS OBSERVATION

M/s Ambalal M Shah & Co. Chartered Accountants, retire as Auditor of the company and being eligible, offer themselves for re-appointment. A certificate is obtained from them that their re-appointment, if made, will be within the limit prescribed under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.The observations are duly explained in schedule P to the Annual Accounts.

11. DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE

The equity shares of the Company were listed on Ahmedabad Stock Exchange Ltd and Bombay Stock Exchange Ltd. As per Regulation 6 (a) of the Securities and Exchange Board of India (Delisting of Securities) Regulation 2009 the Company may delist its equity shares from one or more stock exchanges if their shares remain listed on any stock exchange having nation wide trading terminal i.e. Bombay Stock Exchange Ltd or National Stock Exchange Ltd. There was no trading activity in the Ahmedabad Stock Exchange. It therefore did not serve the purpose in continuing the Listing of the equity shares of the Company in Ahmedabad Stock Exchange Ltd. Accordingly the Company delisted its equity shares form Ahmedabad Stock Exchange w.e.f 31st March 2010. The equity shares of the Company remain listed on Bombay Stock Exchange Ltd.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required under section 217 (1) (e) of the Companies Act, 1956 and the rules made therein, the concerned particulars relating to Energy conservation, Technology Absorption, Foreign Exchange Earning and outgo are not applicable to the Company.

13. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees quality for such disclosure.

14. ACKNOWLEDGMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organisation successful.

For and on behalf of the Board

Place : Vadodara Kaushik Parikh M. D. Patel

Date : 28th May 2010 Managing Director Joint Managing Director