Directors Report of Paras Petrofils Ltd.

Mar 31, 2014

The Members of

Paras Petrofils Limited

Dear Shareholders,

The directors have pleasure in presenting the Twenty Third Annual report together with the audited statements of accounts for the year ending on 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results are as under: - (Rs. In Lacs)

Particulars 2013-14 2012-13

Revenue from Operations 952.86 11795.76

Other Income 3.18 56.17

Profit/(Loss) before depreciation 774.19 (1451.23)

Less: Depreciation 7.11 456.24

Net Profit/(Loss) Before Tax 767.08 (1907.47)

Less: Provision for Tax including tax of earlier years 0.00 0.11

Less: MAT Credit Entitlement 174.63 0.00

Less/(Add): Deferred Tax Liability/(Assets) 236.99 (588.88)

Net Profit/(Loss) after Tax 355.46 (1318.70)

Balance of Profit & Loss account brought forward (1020.02) 298.68

Balance of Profit & Loss account to be carried forward (664.56) (1020.02)



DIVIDEND:

For the year under review, company has earned net profit. However to set off the previous year losses, your directors regret their inability to recommend any divided for the year.

PERFOMANCE DURING THE YEAR & OUTLOOK:

During the year under review, the turnover of the company has decreased to Rs. 952.86 Lacs as against turnover of Rs. 11795.76 Lacs during the previous year. The Company has earned net profit after tax of Rs. 355.46 Lacs during the year. During the year under consideration the manufacturing operation of the company were suspended due to sluggish market condition and heavy losses incurred by the company during previous years from manufacturing activity. However company has continued its trading activity during the year. Looking to the current market situation of the manufacturing activity in India and specially of the standalone yarn manufacturing units, directors of the company are of the view to permanently discontinue its manufacturing activity and dispose-off all related assets of the company subject to approval of the share holders and use all available recourses to expand its textile trading activity. The directors of the company are quite confident to improve its profitability and performance in coming years from textile trading activity.

AUDITORS:

M/s. RKG & Company, Chartered Accountants, the auditors of the company, retires at the conclusion of ensuing Annual general meeting and had confirmed their eligibility for the reappointment and willingness to accept office, if reappointed.

AUDITOR''S REPORT:

The observations made in the Auditor''s Report are self-explanatory and do not require further explanation.

DIRECTORS:

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Shri Harshad J Patel, Shri Ashok R Jain retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

Details of the Directors seeking reappointment as required under Clause 49 (VI) of the Listing Agreements are provided in Notice forming part of this Annual Report. None of the Directors are disqualified under Section 274(1) (g) of the Companies Act, 1956.

PERSONNEL:

The Company does not have any employee drawing salary as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CASH FLOW ANALYSIS

The Cash Flow statement for the year ended on 31st March, 2014, in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges where the shares of the Company are listed forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, it is hereby stated that- (i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) We 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) We have taken proper and sufficient care for the maintenance of the 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; and

(iv) We have prepared annual accounts on a going concern basis.

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

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit during the period under review.

MATERIAL CHANGES:

During the period under review, Company has discontinue its yarn manufactring operations.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

Your Company has ensured eco-friendly disposal of various hazardous waste at the designated disposal site recognized by Pollution Control Board. In addition, the Company has complied with the environmental norms.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance, in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the annual report.

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operation received from customers, suppliers, dealers, banks and government authorities. The Board also, expresses its appreciation for the understanding and support extended by the shareholders and employees of the Company.

Registered office: For and on behalf of Board of Directors, Block No 529, N. H. No. 8, Village-Palsana, Surat-394315

Place: Palsana (Ashok R Jain) (Harshad J Patel) Date : 14th August, 2014 Managing Director Director

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2013.

SUMMARISED FINANCIAL RESULTS

The Summarized Financial Results of the Company for the year ended 31st March, 2013 were as follows.

PARTICULARS 2012-2013 2011-2012 (Rs.in lacs) (Rs.in lacs)

Total Revenue 11851.93 10424.96

Gross Profit before Interest & Depreciation (1435.88) (464.86)

Less: Interest 15.34 24.04

Less: Depreciation 456.25 449.49

Net Profit/(Loss) for the Year (1907.47) (938.39)

Less: Provision for tax (588.88) (338.12)

Less: Previous Year Tax 0.11 0.00

Profit after Tax (1318.70) (600.27)

Add Balance Brought Forward from previous year 298.68 898.95

Balance available for appropriation (1020.02) 298.68

Transfer to Reserves NIL NIL

Surplus Carried to Balance Sheet (1020.02) 298.68



DIVIDEND

In view of the continuous loss incurred during the financial year 2012-13 also, the Board regrets and expresses their inability to declare any dividend for the current financial year.

OPERATIONS

FY 2012-13 witnessed a severe slowdown in the Indian economy, which affected the polyester as well as the nylon industry. Moreover, high consumer price inflation and weak rural consumption further squeezed demand, which has now faced a slowdown for two consecutive years. The year also saw a significant increase in polyester polymer and filament yarn capacities, leading to weaker industry margins compared to the previous year.

Your Directors hereby report that during the year under review, the gross turnover of the company was Rs. 11851.93 lacs for the year ended 31.03.2013 as compared to Rs. 10424.96 lacs for the corresponding year ended on 31.03.2012.

Accordingly looking at the present scenario, the company has temporarily suspended the manufacturing operations of the company from 9th March, 2013 as they felt that it was unviable for the company to do so. However the Board continuously reviews the present market scenario and is looking for an opportunity to start the operations again.

BOARD OF DIRECTORS

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Shri Jivabhai Patel, Shri Anand Kumar Jain and Shri Siddharth Patel retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

Details of the Directors seeking reappointment as required under Clause 49 (VI) of the Listing Agreements are provided in Notice forming part of this Annual Report. None of the Directors are disqualified under Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state that:

(i) In preparation of the annual accounts for the financial year ended 31 March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) 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 31 March 2013 and of the profit of the Company for the year ended on that date.

(iii) 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; and

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

FIXED DEPOSIT

As reported in the year 2012-2013 your Company continued to accept enew deposits and maintained a high standard of service. As on 31st March, 2013 there have been no defaults in payment of Deposits and also no deposits remained unclaimed after maturity.

PARTICULARS OF EMPLOYEES

Particulars of employees required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employee is qualified for such of the disclosure.

INSURANCE

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

AUDITORS AND AUDITORS REPORT

M/s R. K. G. & Co., Chartered Accountants, 409, Ajanta Shopping & Textile Arcade, Ring Road, Surat – 395 002 will cease to hold the office at the conclusion of the ensuing Annual General Meeting and are recommended for the reappointment.

The Company has received a certificate from the retiring auditors to the effect that the appointment if made, will be in accordance with the limits specified in section 224 (1B) of the Companies Act, 1956. Based on the recommendations of the Audit Committee, the Board of the directors of the company proposes the re-appointment of M/s R. K. G. & Co., Chartered Accountants.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to textiles is being carried out every year. The Central Government has approved the appointment of M/s M Goyal & Co, Cost Accountants having firm registration No. 00051/07/2008 as Cost Auditors for conducting cost audit for the financial year 2011-12. The cost audit report in respect of financial year 2012-13 will be filed on or before the due date. The cost audit report for the Financial Year 2011-12 which was due to be filed with the Ministry of Corporate Affairs on 28th February, 2013 was filed on 25th February 2013.

CASH FLOW ANALYSIS

The Cash Flow statement for the year ended on 31st March, 2013, in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges where the shares of the Company are listed forms part of the Annual Report.

ENERGY CONSERVATION

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

Your Company has ensured eco-friendly disposal of various hazardous waste at the designated disposal site recognized by Pollution Control Board. In addition, the Company has complied with the environmental norms.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance, in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the annual report.

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operation received from customers, suppliers, dealers, banks and government authorities. The Board also, expresses its appreciation for the understanding and support extended by the shareholders and employees of the Company.



For and on behalf of the Board

Place : Palsana Ashok Kumar Jain Jivabhai A. Patel

Date :31st May, 2013 Managing Director Director

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Mar 31, 2012

The Directors are pleased to present the 21st Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

SUMMARISED FINANCIAL RESULTS

The Summarized Financial Results of the Company for the year ended 31st March, 2012 were as follows.

2010-2011 2011-2012

(Rs. in lacs) (Rs.in lacs)

Total Revenue 11412.95 10424.96

Gross Profit before Interest & Depreciation 934.37 (464.70)

Less: Interest 68.09 24.04

Less: Depreciation 453.90 449.49

Net Profit/(Loss) for the Year 412.38 (938.23)

Less: Provision for tax 223.82 (337.96)

Less: MAT Credit Entitlement (174.63) 0.00

Profit after Tax 363.19 (600.27)

Add Balance Brought Forward from previous year 535.76 898.95

Balance available for appropriation 898.95 298.68

Transfer to Reserves NIL NIL

Surplus Carried to Balance Sheet 898.95 298.68

DIVIDEND

In view of the loss incurred during the financial year 2011-12, the Board expresses their inability to declare any dividend for the current financial year.

OPERATIONS

During the year under review the company successfully manufactured nylon yarn along with its existing capacities of polyester yarn. This has made the company more diversified.

Your Directors hereby report that during the year under review, the gross turnover of the company was marginally lower at Rs. 12096.03 lacs for the year ended 31.03.2012 as compared to Rs. 13152.68 lacs for the corresponding year ended on 31.03.2011.

Fluctuation in raw material prices coupled with competitive pressures continued to hamper the profitability of the Company. Moreover, the increase in the cost of major inputs could not be entirely passed on to the customers.

Under the present scenario the Company is focusing on increased productivity through optimal utilization of production capacity and reduction in operating costs.

BOARD OF DIRECTORS

Under section 256 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Shri Ashok Jain, Shri Kailaschand Jain and Shri Harshad Patel retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

A brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas etc. as stipulated under Clause 49 of the Listing Agreement entered into with the various Stock Exchanges are provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state that:

(i) In preparation of the annual accounts for the financial year ended 31 March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) 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 31 March 2012 and of the profit of the Company for the year ended on that date.

(iii) 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; and

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

FIXED DEPOSIT

As reported in the year 2011-2012 your Company continued to accept enew deposits and maintained a high standard of service. As on 31st March, 2012 there have been no defaults in payment of Deposits and also no deposits remained unclaimed after maturity.

PARTICULARS OF EMPLOYEES

Particulars of employees required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employee is qualified for such of the disclosure.

INSURANCE

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

AUDITORS AND AUDITORS REPORT

M/s R. K. G. & Co., Chartered Accountants, 409, Ajanta Shopping & Textile Arcade, Ring Road, Surat - 395 002 will cease to hold the office at the conclusion of the ensuing Annual General Meeting and are recommended for the reappointment.

The Company has received a certificate from the retiring auditors to the effect that the appointment if made, will be in accordance with the limits specified in section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to textiles is being carried out every year. The Central Government has approved the appointment of M/s M Goyal & Co, Cost Accountants having firm registration No. 00051/07/2008 as Cost Auditors for conducting cost audit for the financial year 2011-12. The cost audit report in respect of financial year 2011-12 will be filed on or before the due date. The cost audit report for the Financial Year 2010-11 which was due to be filed with the Ministry of Corporate Affairs on 30th September, 2011 was filed on 26th September, 2011.

CASH FLOW ANALYSIS

The Cash Flow statement for the year ended on 31st March, 2012, in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges where the shares of the Company are listed forms part of the Annual Report.

ENERGY CONSERVATION

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

Your Company has ensured eco-friendly disposal of various hazardous waste at the designated disposal site recognized by Pollution Control Board. In addition, the Company has complied with the environmental norms.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance, in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the annual report.

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operation received from customers, suppliers, dealers, banks and government authorities. The Board also, expresses its appreciation for the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place : Palsana Ashok R. Jain Jivabhai A. Patel

Date : 31st August, 2012 Managing Director Director

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Mar 31, 2010

The Directors are pleased to present the 19th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS

The Summarised Financial Results of the Company for the year ended 31st March, 2010 were as follows.

2009-2010 2008-2009

(Rs.in lacs) (Rs.in lacs)

Gross Turnover 10804.35 9151.03

Gross Profit before Interest & Depreciation 937.29 807.79

Less: Interest 127.00 200.53

Less: Depreciation 451.00 442.61

Net Profit/(Loss) for the Year 359.29 164.65

Provision for tax 148.44 45.14

Profit After Tax 210.85 119.51

Add Balance Brought Forward from previous year 324.90 205.39

Balance available for appropriation 535.75 324.90

Transfer to Reserves NIL NIL

Surplus Carried to Balance Sheet 535.75 324.90



DIVIDEND

In view of the meager profits, and the tremendous growth potential which the Directors believe is there in the Yarn industry which is also ascertainable from the tremendous change in the performance of the Company and for expanding and strengthening the reserves and networks of the Company, the Board of Directors have decided not to propose any dividend for the year ended on 31st March, 2010.

The Directors believe this would increase shareholder value and eventually lead to a higher return threshold.

OPERATIONS

Your Director’s are pleased to inform that the trend of growth which started in the previous year ended 31st March, 2009 continued this year also and the turnover of the Company, operating profit, profit after tax all of them showed an increase in the positive direction.

Your Directors are pleased to report that during the year under review the profits of the Company before tax increased to Rs. 359.29 lacs in comparison to 164.65 lacs for the previous year ended on 31.03.2009. The gross turnover of the company for the year ended on 31.03.2010 was Rs. 10804.35 lacs as compared to Rs. 9151.03 lacs for the corresponding year ended on 31.03.2009.

BOARD OF DIRECTORS

Under section 256 of the Companies Act, 1956 Shri Siddharth Patel, Shri Anand Jain, and Shri Jivabhai Patel retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

A brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas etc. as stipulated under Clause 49 of the Listing Agreement entered into with the various Stock Exchanges are provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state that:

(i) In preparation of the annual accounts for the financial year ended 31 March, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) 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 31 March 2010 and of the profit of the Company for the year ended on that date.

(iii) 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; and

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

FIXED DEPOSIT

As reported in the year 2008-2009 your Company continued to accept enew deposits during the year 2009-2010 and maintained a high standard of service. As on 31st March, 2010 there have been no defaults in payment of Deposits and also no deposits remained unclaimed after maturity.

PARTICULARS OF EMPLOYEES

Particulars of employees required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employee is qualified for such of the disclosure.

AUDITORS AND AUDITORS REPORT

M/s R. K. G. & Co., Chartered Accountants, 409, Ajanta Shopping & Textile Arcade, Ring Road, Surat – 395 002 will cease to hold the office at the conclusion of the ensuing Annual General Meeting and are recommended for the reappointment.

The Company has received a certificate from the retiring auditors to the effect that the appointment if made, will be in accordance with the limits specified in section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ENERGY CONSERVATION

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

CORPORATE GOVERNANCE

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would take this opportunity to express their gratitude to the Government authorities, Institutions, business constituents and Shareholders for the faith, guidance and support to the Company during the year under review. Your Directors also wish to sincerely appreciate the spirit of dedication and commitment of all the employees during the year under review.

For and on behalf of the Board



Place : Palsana Ashok R. Jain Jivabhai A. Patel

Date :15.05.2010 Managing Director Chairman