Enter the first few characters of Company and click 'Go'

Directors Report of Paushak Ltd.

Mar 31, 2022

Your Directors have pleasure in presenting their 49^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2022.

1. Operations and State of Affairs of the Company:

('' in Lacs)
Particulars	Year ended on 31^st March, 2022	Year ended on 31^st March, 2021
Revenue from Operations	15,009.76	14,099.97
Other Income	514.12	613.47
Profit for the year before Interest, Depreciation & Amortization and Tax	5,936.42	5,659.74
Less:
Interest (net)	6.15	4.91
Depreciation & Amortization expense	902.50	495.95
Profit before Tax	5,027.77	5,158.88
Less:
Tax Expenses	1266.58	1,429.05
Profit after Tax	3,761.19	3,729.82
Other Comprehensive Income	(186.53)	897.40
Total Comprehensive Income	3,574.65	4,627.22

The Company has prepared the Standalone Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ).

2. Transfer to Reserve:

The Company has transferred an amount of '' 1,000 Lacs from the net profits of the Company to General Reserve for the financial year ended 31^st March, 2022.

3. Dividend:

The Board of Directors at their meeting held on 6^th May, 2022 has recommended Dividend of '' 12/- (120%) per equity share having face value of '' 10/- each for the financial year 31^st March, 2022 as against '' 6/- (60%) per equity share having face value of '' 10/- each for the financial year ended 31^st March, 2021.

4. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), forms part of this Annual Report and is annexed herewith as Annexure A. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

5. Directors:

In accordance with the provisions of the Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Udit Amin (DIN: 00244235), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

6. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-time Director & Chief Executive Officer, Ms. Kirti Shah, Chief Financial Officer and Ms. Manisha Saraf, Company Secretary are Key Managerial Personnel of the Company.

7. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31⁵¹ March, 2022. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

8. Independent Directors:

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations.

9. Performance Evaluation:

Pursuant to the provisions of the Act, SEBI Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee (âNRCâ) and the Board has carried out the annual performance evaluation of the Board, its Committees and Individual Directors by way of Individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

10. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Amit Goradia as Chairman, Mr. Atul Patel and Mr. Vijay Gandhi as members. The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

11. Vigil Mechanism:

In compliance with requirements of Section 177(9) & (10) of the Act and Regulations 22 of SEBI Listing Regulations and the applicable provions, if any, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations is as under:

https://www.paushak.com/pdf/Whistle-Blower-Policy.pdf

12. Internal Control Systems:

The Company''s internal control procedure which includes internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organization''s pace of growth and increasing complexity of operations. The internal auditor''s team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee.

13. Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organisations focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2022 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

14. Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company''s website. The web-link as required under the Act is as under: http://www.paushak.com/pdf/NR-Policy.pdf

The salient features of the Nomination and Remuneration Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non- Executive / Independent Director.

15. Dividend Distribution Policy:

In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, the Company has laid down a Dividend Distribution Policy, which has been uploaded on the Company''s website. The web-link as required under SEBI Listing Regulations is as under:

https://www.paushak.com/pdf/Dividend%20Distribution%20Policy.pdf

16. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under SEBI Listing Regulations is as under:

https://www.paushak.com/pdf/Policy%20on%20dealing%20with%20Related%20Party%20Transaction.pdf

17. Corporate Governance Report:

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of this Annual Report.

The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is enclosed to the Report on Corporate Governance.

18. Loans, Guarantees or Investments:

During the year under review, the Company has neither granted any Loans nor given any Guarantees falling within the purview of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the said Section are provided in Notes to Financial Statements at Note No. 3 & 7 of Notes to Financial Statements of the Company.

19. Listing of Shares:

The equity shares of the Company are listed on BSE Limited (âBSEâ) with security ID / symbol of PAUSHAKLTD. The Company confirms that the annual listing fees to BSE for the financial year 2022-23 has been paid.

20. Auditors:

(a) Statutory Auditors:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. Maloo Bhatt & Co., Chartered Accountants having Firm Registration No. 129572W has been appointed as Statutory Auditors of the Company by the members at their 47^th Annual General Meeting (âAGMâ) held on 4^th August, 2020 to hold office for their second term of 5 (five) years i.e. till the conclusion of AGM for the financial year 2024-25.

The Auditor''s Report for financial year 2021-22 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year 2021-22 is annexed herewith as Annexure C. The Secretarial Auditor''s Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

M/s. Santosh Jejurkar & Associates, Cost Accountant, has been appointed as Cost Auditor of the Company for conducting audit of the cost records maintained by the Company relating to organic and inorganic chemicals for the financial year 2022-23. _

The Company has made and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

(d) Internal Auditors:

The Board of Directors has appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2022-23.

21. Risk Management:

The Company has constituted a Risk Management Committee and formulated a Risk Management Policy which functions as a guiding tool in fulfilling the management''s responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

22. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

A statement showing the names and other particulars of the employees falling within the preview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the Members.

23. Business Responsibility Report:

The Business Responsibility Report as required under Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E.

25. Annual Return:

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the Company''s website. The web-link as required under the Act is as under:

https://www.paushak.com/notice.aspx

26. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year ended 31^st March, 2022. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

27. Other Disclosures:

a) The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act.

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.

d) The Company has not invited/accepted any deposits from public.

e) There are no significant and material orders passed by the Regulators or Courts or Tribunal impacting the going concern status of the Company and its operations in future.

f) No application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

g) No settlements have been done with banks or financial institutions.

28. Directorsâ Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

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

b) they 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 of the Company for that period;

c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Mar 31, 2019

BOARD''S REPORT

Dear Members,

The Directors have pleasure in presenting their 46^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2019.

1. Operations and State of Affairs of the Company:

(Rs, in Lacs)

Particulars	Year ended on 31^st March, 2019	Year ended on 31^st March, 2018
Profit for the year before Interest, Depreciation and Tax	4,284.09	3,235.03
Adjusting therefrom:
Less:
Interest (net)	13.64	9.80
Depreciation	386.51	338.70
Profit before Exceptional Items and Tax	3,883.94	2,886.53
Add:
Exceptional Items	1,015.04	-
Profit before Tax	4,898.98	2,886.53
Less:
Tax Expenses	1,003.24	739.45
Profit after Tax	3,895.74	2,147.08
Other Comprehensive Income	4,784.34	979.85
Total Comprehensive Income	8,680.08	3,126.93

The Company has prepared the Standalone Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

2. Transfer to Reserve:

During the year under review, the Company has not proposed to transfer any amount to General Reserve out of the net profits of the Company.

3. Dividend:

Your Directors recommend Dividend at Rs, 5.00 per equity share (i.e. 50%) of face value Rs, 10/- per share for the financial year ended on 31^st March, 2019 as against ? 3.00 per equity share (i.e. 30%) for the financial year ended 31^st March, 2018.

4. Management Discussion and Analysis Report:

As per the provision of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been included and is annexed herewith as Annexure A.

5. Corporate Governance:

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

6. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chirayu Amin, Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The first term of office of Dr. Shamita Amin, Independent Director will expire on 9^th March, 2020. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 6^th May, 2019 has recommended her re-appointment as Independent Director of the Company for a second term of 5 (five) consecutive years, subject to approval of the members by way of Special Resolution at the Annual General Meeting.

7. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-time Director & CEO, Mr. Kaushik Shah, Dy. CFO and Ms. Manisha Saraf, Company Secretary are Key Managerial Personnel of the Company.

During the year, Ms. Manisha Saraf was appointed as Company Secretary & Compliance Officer of the Company in place of Mr. Charandeep Singh Saluja w.e.f. 1^st June, 2018.

8. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31^st March, 2019. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

9. Independent Directors:

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independentjudgement and without any external influence.

10. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and Functions

- Fulfillment of the Independence Criteria and their independence from the management

(b) For Non- Executive Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and Functions

- Performance as Team Leader/ Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

11. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Amit Goradia as Chairman, Mr. Atul Patel and Mr. Vijay Gandhi as members. The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board.

12. Vigil Mechanism:

In compliance with requirements of Section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

13. Internal Control Systems:

The Companyâs internal control procedure which includes internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organization''s pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee.

14. Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organizations focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2019 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

15. Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Company''s website.

During the year, the Company has amended the Nomination and Remuneration Policy to bring it in line with the amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The web-link as required under Companies Act, 2013 is as under:

http://www.paushak.com/pdf/NR-Policy.pdf

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non- Executive / Independent Director.

16. Related Party Transactions:

Related party transactions that were entered into during the financial year were on armâs length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

http://www.paushak.com/pdf/RPT-Policy.pdf

17. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure C.

18. Listing of Shares:

The Equity Shares of the Company are listed on BSE Limited with security ID / symbol of PAUSHAKLTD. The Company confirms that the annual listing fees to BSE Limited for the financial year 2019-20 has been paid.

19. Auditors:

(a) Statutory Auditors:

The Auditorâs Report for financial year2018-19 does not contain any qualification, reservation or adverse remark. The Auditorâs Report is enclosed with the financial statements in this Annual Report.

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Vadodara to conduct Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the financial year 2018-19 is annexed herewith as Annexure D.

The Secretarial Auditorâs Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

M/s. Santosh Jejurkar & Associates, Cost Accountant, Vadodara, has been appointed as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company relating to Inorganic Chemicals for the financial year 2019-20.

The Company has made and maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

(d) Internal Auditors:

The Board of Directors has appointed M/s. K. C. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2019-20.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

20. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E.

A statement showing the names and other particulars of the employees falling within the preview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

22. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure G and has been uploaded on the Company''s website. The web-link as required under Companies Act, 2013 is as under:

https://www.paushak.com/notice.aspx

23. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2019. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

24. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure H. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

25. Directors'' Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended 31^st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies as listed in Note 1 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2019 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for 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;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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.

26. Other Disclosures:

a) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

b) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

c) The Company has not invited/accepted any deposits from public.

d) There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

On behalf of the Board of Directors,

Sd/-

Chirayu Amin

Chairman

DIN: 00242549

Registered Office: Alembic Road,

Vadodara - 390 003

Tel: 91 265 2280550

Fax: 91 265 2282506

Website: www.paushak.com

Email ID: [email protected]

CIN: L51909GJ1972PLC044638

Date: 6^th May, 2019

Place: Vadodara

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 45^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2018.

1. Operations and State of Affairs of the Company:

(Rs. in Lacs)

	Year ended on	Year ended on
Particulars	31^st March, 2018	31^st March, 2017
Profit for the year before Interest, Depreciation and Tax	3,235.03	1,738.91
Adjusting there from:
Less:
Interest (net)	9.80	5.91
Depreciation	338.70	321.24
Profit before Tax	2,886.53	1,411.76
Less:
Tax Expenses	739.45	317.53
Profit after Tax	2,147.08	1,094.24
Other Comprehensive Income	979.85	-107.50
Total Comprehensive Income	3126.93	986.74

The Company has prepared the Standalone Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

2. Transfer to Reserve:

During the year under review, the Company has proposed to transfer Rs. 1,000 Lacs to General Reserve out of the net profits of the Company for the financial year 2017-18.

3. Dividend:

You Directors recommend Dividend at Rs. 3.00 per equity share (i.e. 30%) of face value Rs. 10/- each for the financial year ended 31^st March, 2018 as against Rs. 3.00 per equity share (i.e. 30%) for the financial year ended 31^st March, 2017.

4. Buyback of Equity Shares:

During the year under review, the Company had made an offer for Buyback of upto 1,25,000 (One Lac Twenty Five Thousand) fully paid-up Equity Shares of the Company of face value Rs. 10/- (Rupees Ten Only) each from all the fully paid-up equity shareholders / beneficial owners of the equity shares of the Company as on the record date on a proportionate basis, through the Tender Offer Route using stock exchange mechanism at a price of Rs. 1,700/- (Rupees One Thousand Seven Hundred Only) per Equity Share for a total consideration aggregating upto Rs. 21,25,00,000 (Rupees Twenty One Crore Twenty Five Lac only), excluding transaction costs, pursuant to shareholders approval dated 12^th March, 2018.

The Buyback size was 23.88% of the aggregate paid-up equity capital and free reserves of the Company as per the audited standalone financial statements of the Company for the nine months period ended 31^st December, 2017. The Offer period was open from 27^th April, 2018 to 14^th May, 2018.

The Company shall make payment to shareholders for the accepted tenders as per the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.

5. Management Discussion and Analysis Report:

6. Corporate Governance:

The Report on corporate governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is enclosed to the Report on Corporate Governance.

7. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Udit Amin, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board at its meeting held on 24^th January, 2018, re-appointed Mr. Abhijit Joshi as Whole time Director and CEO for a period of three years, effective from 1^st May, 2018, subject to approval of the members at the Annual General Meeting.

The first term of office of Independent Directors, Mr. Amit Goradia and Mr. Vijay Gandhi will expire on 31^st March, 2019 and that of Mr. Atul Patel on 6^th August, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 17^th May, 2018 has recommended their reappointment as Independent Directors of the Company for a second term of 5 (five) consecutive years, subject to the approval of the members by way of Special Resolution at the Annual General Meeting.

8. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-Time Director & CEO, Mr. Kaushik Shah, Dy. CFO and Mr. Charandeep Singh Saluja, Company Secretary are Key Managerial Personnel of the Company.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31^st March, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. Performance Evaluation:

The following were the Evaluation Criteria:

(a) For Non-Executive & Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/ Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Amit Goradia as Chairman, Mr. Atul Patel and Mr. Vijay Gandhi as members.The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews at length the financial statements before they are placed before the Board.

13. Vigil Mechanism:

14. Internal Control Systems:

The Companyâs internal control procedure which includes internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organizationâs pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee.

15. Corporate Social Responsibility:

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2018 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

16. Policy on Nomination and Remuneration:

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management which includes:

a) Appointment criteria and qualifications.

b) Term / Tenure.

c) Guidelines for:

i) Evaluation;

ii) Removal;

iii) Retirement.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees, which includes:

a) General provisions relating to Remuneration.

b) Guidelines for:

i) Fixed Pay;

ii) Variable Pay;

iii) Commission;

iv) Minimum Remuneration;

v) Provisions for excess remuneration.

c) Separate criteria for remuneration to Company Secretary, Senior Management Personnel and other employees.

5) Remuneration to Non- Executive / Independent Director, with details regarding their:

a) General provisions relating to Remuneration.

b) Guidelines for:

i) Sitting Fees;

ii) Commission.

c) Restriction on Stock options.

During the year, there is no change in the said policy.

17. Related Party Transactions:

There are no material related party transactions which are not in ordinary course of business or which are not on armâs length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Companyâs website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: http://www.paushak.com/pdf/RPT-Policy.pdf

18. Fixed Deposits:

During the year under review, the Company has not invited/accepted any deposits from public.

19. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure C.

20. Listing of Shares:

21. Auditors:

(a) Statutory Auditors:

The Audit Committee and Board of Directors of the Company respectively at their meeting held on 17^th May, 2018 proposed, subject to approval of shareholders, the appointment of M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara (Firm Registration No. 129572W) as Statutory Auditors of the Company, to hold office for the balance two years in their first term i.e. from the conclusion of ensuing Annual General Meeting up to the conclusion of 47^th Annual General Meeting of the Company. M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditorâs Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditorâs Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara to conduct Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year 2017-18 is annexed herewith as Annexure D.

The Secretarial Auditorâs Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has generally complied with all the applicable provisions of the Secretarial Standards.

(c) Cost Auditors:

(d) Internal Auditors:

The Board of Directors has appointed M/s. K.C. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2018-19.

22. Particulars of employees and related disclosures:

A statement showing the names and particulars of the employees falling within the purview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

24. Extracts of Annual Return:

25. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

26. Details of Unclaimed Suspense Account:

27. Directorsâ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies as listed in Note 1 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2018 and of the profit of the Company for that period;

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

e) the directors 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.

On behalf of the Board of Directors,

Sd/-

Chirayu Amin

Chairman

DIN: 00242549

Regd. Office: Alembic Road, Vadodara - 390 003

Tel: 91 265 2280550 Fax: 91 265 2282506

Website: www.paushak.com

Email ID: [email protected]

CIN: L51909GJ1972PLC044638

Date: 17^th May, 2018

Mar 31, 2017

BOARDâS REPORT

The Members,

The Directors have pleasure in presenting their 44^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2017.

1. Operations and State of Affairs of the Company: (Rs,in lacs)

	Year ended	Year ended
Particulars	on 31^st March,	on 31^st March,
	2017	2016
Profit for the year before Interest, Depreciation and Tax	1,736.05	1,947.20
Deducting there from:
Interest	5.90	6.03
Depreciation	321.24	280.20
Profit for the year before Tax	1,408.91	1,660.97
Less: Provision for Deferred Tax Liabilities/(Asset)	240.65	31.10
Less: Provision for Income Tax	69.35	390.00
Add: Excess Provision of Income Tax	4.20	1.94
Profit after Tax	1,103.12	1,241.82
Add: Profit brought forward from last year	1,580.28	1,454.27
Balance available for appropriation	2,683.39	2,696.08
Less: Appropriations
Dividend on Equity Shares	-	96.21
Dividend Distribution Tax on Equity Shares	-	19.59
Transfer to General Reserve	-	1,000.00
Balance carried forward to Balance Sheet	2,683.40	1,580.28

2. Transfer to Reserve:

During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the net profits of the Company for the financial year 2016-17.

3. Dividend:

Your Directors recommend Dividend on Equity Shares at Rs,3.00 per share (i.e. 30%) of face value Rs,10/- per share for the financial year ended on 31^st March, 2017 as against Rs,3.00 per share (i.e. 30%) for the financial year ended 31^st March, 2016.

4. Management Discussion and Analysis Report:

5. Corporate Governance:

The Report on corporate governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

6. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chirayu Amin, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

7. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-time Director, Mr. Kaushik Shah, Dy. CFO and Mr. Charandeep Singh Saluja, Company Secretary are Key Managerial Personnel of the Company.

8. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31^st March, 2017. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

9. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

10. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

(a) For Non-Executive & Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and Functions

(b) For Executive Directors:

- Performance as Member / Team Leader

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

11. Audit Committee:

The Audit Committee comprises of Mr. Amit Goradia, Mr. Vijay Gandhi and Mr. Atul Patel. Mr. Amit Goradia is Chairman of the Audit Committee. All the Directors in Audit Committee are Non-Executive Independent Directors. The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee reviewed the financial statements and approved the same before they were placed before the Board.

12. Vigil Mechanism:

13. Internal Control Systems:

The Company''s internal control procedure which includes internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organization''s pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee.

14. Corporate Social Responsibility:

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2017 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

15. Policy on Nomination and Remuneration:

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report.

16. Related Party Transactions:

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

http://www.paushak.com/pdf/RPT-Policy.pdf

17. Fixed Deposits:

During the year under review, the Company has not invited/accepted any deposits from public.

18. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure C.

19. Listing of Shares:

The Equity Shares of the Company are listed on BSE Limited with scrip code number 532742. The Company confirms that the annual listing fees to BSE Limited for the financial year 2017-18 has been paid.

20. Auditors:

(a) Statutory Auditors:

M/s. Maloo Bhatt & Co, Chartered Accountants, Vadodara (Firm Registration No. 129572W) Statutory Auditors of the Company will be retiring at the conclusion of the ensuing Annual General Meeting. The Audit Committee and Board of Directors of the Company respectively at their meeting held on 10^th May, 2017 proposed, subject to approval of shareholders, the appointment of M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara as Statutory Auditors of the Company, to hold office from the conclusion of ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company. M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditor''s Report for financial year 2016-17 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara as Secretarial Auditors for undertaking Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the financial year 2016-17 is annexed herewith as Annexure D.

The Secretarial Auditor''s Report does not contain any qualification, reservation or adverse remark.

The Board of Directors has appointed M/s. K.C. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2017-18.

21. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E.

During the year under review, there is no employee in respect of whom information as per Section 197 of the

Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

23. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure G.

24. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2017. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

25. Directorsâ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies as listed in Note Y to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2017 and of the profit of the Company for that period;

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

e) the directors 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.

26. Details of Unclaimed Suspense Account:

On behalf of the Board of Directors,

Date: 10^th May, 2017 Chirayu Amin

Place: Vadodara Chairman

Mar 31, 2016

The Members,

The Directors have pleasure in presenting their 43^rd Annual Report on the working of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2016.

1. Financial Summary and Highlights: (Rs.in lacs)

Particulars	Year ended on 31^st March, 2016	Year ended on 31^st March, 2015
Profit for the year before Interest, Depreciation and Tax	1,947.20	2,016.24
Deducting there from:
Interest	6.03	3.91
Depreciation	280.20	213.61
Profit/Loss for the year before Tax	1,660.97	1,798.72
Less: Provision for Deferred Tax Liabilities/(Asset)	31.10	59.29
Less: Provision for Income Tax	390.00	440.00
Add: Excess Provision of Income Tax	1.94	-
Profit/Loss after Tax	1,241.82	1,299.43
Add: Profit brought forward from last year	1,454.27	1,270.64
Balance available for appropriation	2,696.08	2,570.07
Less: Appropriations
Dividend on Equity Shares	96.21	96.21
Dividend Distribution Tax on Equity Shares	19.59	19.59
Transfer to General Reserve	1,000.00	1,000.00
Surplus carried to Balance Sheet	1,580.28	1,454.27

2. Transfer to Reserves:

An amount of Rs.1,000 Lacs from the net profits for the financial year under review is proposed to be carried to General Reserves.

3. Dividend:

Your Directors recommend dividend of Rs.3/- per share (i.e. 30%) on the equity shares of Rs.10/- each for the year ended on 31⁵¹ March, 2016 as against Rs.3/- per share (i.e. 30%) for the year ended 31^st March, 2015.

4. Management Discussion and Analysis Report:

5. Operations and State of Affairs of the Company:

The Company''s Gross Sales including export incentives were Rs.7,789.23 Lacs for the year under review as compared to Rs.6,898.64 Lacs for the previous year.

The Profit before interest, depreciation and tax was Rs.1,947.20 Lacs for the year under review as compared to Rs.2,016.24 Lacs for the previous year. The Company made a Net Profit of Rs.1,241.82 Lacs for the year under review as compared to Net Profit of Rs.1,299.43 Lacs for the previous year.

6. Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. Samdani Shah & Associates, Practicing Company Secretaries on compliance of the conditions of Corporate Governance pursuant to Schedule V of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report of the Company.

7. Directors:

8. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-time Director and CEO, Mr. Kaushik Shah, Dy. CFO and Mr. Charandeep Singh Saluja, Dy. Company Secretary are Key Managerial Personnel of the Company.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31^st March, 2016. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. Performance Evaluation:

The following were the Evaluation Criteria:

(a) For Non-Executive & Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Member / Team Leader

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals/KRA and achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit Committee:

The Audit Committee comprises of Mr. Amit Goradia, Mr. V. H. Gandhi and Mr. Atul Patel. Mr. Amit Goradia is Chairman of the Audit Committee. All the Directors in Audit Committee are Non-Executive Independent Directors. The Committee inter alia reviews the Internal Control System, Scope of Internal Audit and Compliance of various regulations. The Committee also reviewed at length, the financial statements and approved the same before they were placed before the Board of Directors.

13. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

14. Internal Control Systems:

The Company''s internal control procedures ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations. The Company''s internal auditor team carries out extensive audits throughout the year across all functional areas, and submits its reports to the Audit Committee of the Board of Directors.

15. Corporate Social Responsibility:

During the year, the Company along with other entities in the group, settled a Trust in the name of Alembic CSR Foundation and obtained requisite statutory approvals for enabling it to carry out CSR activities for the entire group. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31^st March, 2016 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B.

16. Policy on Nomination and Remuneration:

17. Related Party Transactions:

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

http://www.paushak.com/pdf/RPT-Policy.pdf

18. Fixed Deposits:

During the year under review, the Company has not invited/accepted any deposits from public.

19. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given as Annexure C.

20. Listing of Shares:

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number 532742. The Company confirms that the annual listing fees to the BSE Limited for the financial year 2016-17 has been paid.

21. Auditors:

(a) Statutory Auditors:

M/s. Maloo Bhatt & Co, Chartered Accountants, Vadodara (Firm Registration No. 129572W) Statutory Auditors of the Company will be retiring at the conclusion of the ensuing Annual General Meeting. The Audit Committee and Board of Directors of the Company respectively at their meeting held on 15^th April, 2016 proposed, subject to approval of the shareholders, the appointment of M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara as Statutory Auditors of the Company, to hold office from the conclusion of ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company. M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditor''s Report for financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Associates, Practicing Company Secretaries, Vadodara as Secretarial Auditors for undertaking Secretarial Audit of the Company for the financial year 2016-17.

The Secretarial Audit Report of M/s. Samdani Shah & Associates, Practicing Company Secretaries for the financial year ended 31^st March, 2016 is annexed as Annexure D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors has appointed M/s. K. C. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2016-17.

22. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E.

During the year under review there is no employee in respect of whom information as per Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

23. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

24. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure G.

25. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

26. Directorsâ Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

(a) in preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies as listed in Note AA to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2016 and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care for 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 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.

27. Details of Unclaimed Suspense Account:

On behalf of the Board of Directors,

Chirayu R. Amin

Chairman

Date: 15^th April, 2016

Place: Vadodara

Mar 31, 2013

To The Members,

The Directors present their 40th Annual Report on the working of the Company together with the Audited Accounts for the year ended on 31st March, 2013.

1. Financial Results:

Particulars Year ended on Year ended on 31st March, 31st March, 2013 2012 Rs. Rs.

Profit for the year before Interest, Depreciation and Tax 12,71,98,844 6,09,33,331

Deducting therefrom: Interest 19,05,717 31,14,451

Depreciation 1,79,75,179 1,65,20,227

Profit/(Loss) for the year before Taxes 10,73,17,948 4,12,98,653

Less: Provision for Deferred Tax Liabilities/(Asset) (14,50,417) (4,39,259)

Less: Provision for Income Tax 3,10,00,000 88,50,000

Less: Excess Provisions for earlier years (1,76,716) (15,86,727)

Profit/(Loss) after Taxes 7,79,45,081 3,44,74,639

Add: Profit brought forward from last Year 10,95,73,900 9,25,54,037

Balance available for appropriation 18,75,18,981 12,70,28,676

Less: APPROPRIATIONS

Dividend on Equity Shares 96,21,342 64,14,228

Dividend Distribution Tax on Equity Shares 16,35,147 10,40,548

Transfer to General Reserve 5,00,00,000 1,00,00,000

Surplus carried to Balance Sheet 12,62,62,492 10,95,73,900

Dividend:

Your Directors are pleased to recommend dividend of Rs. 3/- per share, i.e., 30 per cent (Previous Year Rs. 2/- per share) on the equity shares of Rs.10/- each for the year ended on 31st March, 2013.

2. Operations:

The profit before interest, depreciation and tax was Rs. 1271.99 lacs for the year under review as compared to Rs. 609.33 lacs for the previous year. The Company made a net profit of Rs. 779.45 lacs for the year under review as compared to net profit of Rs. 344.75 lacs for the previous year. The Company''s Gross Sales including export incentives were Rs. 5429.55 lacs for the year under review as compared to Rs. 3549.54 lacs for the previous year.

3. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange is enclosed as Annexure-I to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreement. A separate report on Corporate Governance is enclosed as a part of the Annual Report, along with the Auditor''s Certificate on the compliance.

5. Research & Development:

We have focused our R&D to ensure that we retain a dominant position in the market by better processes to improve quality consistency and cost of production. We have scaled up and stabilized a new set of products in the previous year and are also looking at developing more products at the lab scale for the future growth of the Company.

6. Safety, Health & Environment:

The Company continues to maintain and improvise upon the high standards of safety at the manufacturing site. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company. We have upgraded and invested in many new systems and equipment to improve the safety and reliability of our manufacturing plants.

7. Fixed Deposits:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2013.

8. Particulars of employees:

During the period under review, there is no employee in respect of whom information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, is required to be given in this Directors'' Report.

9. Energy, Technology and Foreign Exchange:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is given in the Annexure-II hereto and forms part of this Report.

10. Directors:

The Board of Directors at its meeting held on 24th April, 2013 has appointed Mr. Abhijit Joshi as Additional Director and Whole-time Director of the Company w.e.f. 1st May, 2013. He holds office upto the ensuing Annual General Meeting of the Company. The Company has received a notice u/s 257 of the Companies Act, 1956 from a shareholder of the Company proposing the candidature of Mr. Abhijit Joshi as Director not liable to retire by rotation. As per the provisions of the Companies Act, 1956, Mr. C. R. Amin and Mr. Amit Goradia, Directors of the Company, retires by rotation and are eligible for re-appointment.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Vadodara are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue as Statutory Auditors, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors from the conclusion of ensuing Annual General Meeting to the conclusion of next Annual General Meeting.

12. Cost Auditor:

The Board of Directors appointed Mr. H. R. Kapadia, Cost Accountant, Vadodara as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company relating to the manufacture of chemicals for the year 2012-13.

13. Directors'' Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Note AA to the financial statements have been selected and consistently applied and reasonable and prudent judgments have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2013 and profit of the Company for the accounting year ended on that date. iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

14. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the Company''s employees, bankers, Government Authorities, Valuable Customers, Vendors and the Shareholders.

Registered office: By Order of the Board

Alembic Road

Vadodara - 390 003. Chirayu R. Amin

Date: 24th April, 2013 Chairman

Mar 31, 2012

The Directors present the 39th Annual Report on the working of the Company with the Audited Accounts for the year ended on 31st March, 2012.

1. Financial Results:

Particulars Year ended Year ended on 31st March, on 31st March, 2012 2011 Rs. Rs.

Profit for the year before Interest, Depreciation and Tax 6,09,33,331 6,79,75,461 Deducting there from:

Interest 31,14,451 44,63,590

Depreciation 1,65,20,227 1,55,55,533

Profit for the year before Taxes 4,12,98,653 4,83,17,148

Less: Provision for Deferred Tax Liabilities / (Asset) (4,39,259) (3,08,534)

Less: Provision for Income Tax 88,50,000 1,16,20,000

Less: Excess Provision for earlier years (15,86,727) -

Profit after Taxes 3,44,74,639 3,70,05,682

Add: Profit brought forward from last Year 9,25,54,037 7,29,78,436

Balance available for appropriation 12,70,28,676 10,99,84,118

Less: APPROPRIATIONS

Dividend on Equity Shares 64,14,228 64,14,228

Dividend Distribution Tax on Equity Shares 10,40,548 10,40,548

Reversal of provision of Corporate Dividend Tax - (24,695)

Transfer to General Reserve 1,00,00,000 1,00,00,000

Surplus carried to Balance Sheet 10,95,73,900 9,25,54,037

Dividend:

Your Directors recommended dividend of Rs 2/- per share, i.e., 20 per cent (Previous Year Rs 2/- per share) on the equity shares of Rs 10/- each for the year ended on 31st March, 2012.

2. Operations:

The profit before interest, depreciation and tax was Rs 609.33 Lacs for the year under review as compared to Rs 679.75 Lacs for the previous year. The Company made a net profit ofRs 344.75 Lacs for the year under review as compared to net profit of Rs 370.05 Lacs for the previous year. The Company's Gross Sales including export incentives were Rs 3479.99 Lacs for the year under review as compared to Rs 3109.17 Lacs for the previous year.

3. Management Discussion and Analysis:

Management Discussion and Analysis as required under the Listing Agreement with the Stock Exchange is enclosed as Annexure-I to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreement. A separate report on Corporate Governance is attached as a part of the Annual Report, along with the Auditor's Certificate on the compliance.

5. Research & Development:

Research and Development is carried out for improvements in quality, cost and quantity of the products currently manufactured. The Company is also exploring opportunities to develop and introduce new products through Research and Development activities.

6. Safety, Health & Environment:

The Company continues to maintain and improvise upon the high standards of safety at the manufacturing site. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company.

7. Fixed Deposits:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2012.

8. Particulars of employees:

During the period under review, there is no employee in respect of whom information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, is required to be given in this Directors' Report.

9. Energy, Technology and Foreign Exchange:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is given in the Annexure-II hereto and forms part of this Report.

10. Directors:

As per the provisions of the Companies Act, 1956, Mrs. M. C. Amin and Mr. U. C. Amin, Directors of the Company, retire by rotation and are eligible for re-appointment.

The Board has appointed Mr. V. H. Gandhi as Additional Director w.e.f. 18.10.2011. As per section 260 of the Companies Act, 1956, he holds office upto the date of this Annual General Meeting. The Company has received notice under section 257 of the Act proposing his appointment as director liable to retire by rotation. Your directors recommend the resolution for regularization of the appointment of Mr. V. H. Gandhi for your approval.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Statutory Auditors (Firm Regn. No. 107709W) will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them and fix their remuneration.

12. Cost Auditor:

The Board of Directors have appointed Mr. H. R. Kapadia, Cost Accountant, Vadodara as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company for the year 2011-12.

13. Directors' Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Note AA to the financial statements have been selected and consistently applied and reasonable and prudent judgments have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2012 and profit of the Company for the accounting year ended on that date.

iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

14. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the Company's employees, Bankers, Government Authorities, Valuable Customers, Vendors and the Shareholders.

Registered office: By Order of the Board

Alembic Road,

Vadodara - 390 003. Chirayu R. Amin

Date: 8th May, 2012 Chairman

Mar 31, 2011

The Members,

The Directors present the 38th Annual Report on the working of the Company with the Audited Accounts for the year ended on 31st March, 2011.

1. Financial Results:

Particulars Year ended Year ended on 1st March, on 31st March, 2011 2010

Proft for the year before 6,79,75,461 5,22,33,309 Interest, Depreciation and Tax

Deducting therefrom:

Interest 41,02,780 69,83,175

Depreciation 1,55,55,533 1,44,94,700

Proft/(Loss) for the year 4,83,17,148 3,07,55,434 before Taxes

Less: Provision for Deferred ) (3,08,534) (5,91,688) Tax Liabilities/(Asset

Less: Provision for Income Tax 1,16,20,000 94,00,000

Less: Short provision for - 5,46,972 Income Tax

Profit/(Loss) after Taxes 3,70,05,682 2,14,00,150

Add: Profit/(Loss) brought 7,29,78,436 6,90,82,612 forward from last year

Balance available for 10,99,84,118 9,04,82,762 appropriation

Less: APPROPRIATIONS

Dividend on Equity Shares 64,14,228 64,14,228

Dividend Distribution Tax 10,40,548 10,90,098 on Equity Shares

Reversal of provision of (24,695) Corporate Dividend Tax

Transfer to General Reserve 1,00,00,000 1,00,00,000

Surplus carried to Balance Sheet 9,25,54,037 7,29,78,436

Dividend:

Your Directors recommended dividend of Rs.2/- per share, i.e., 20 per cent (Previous Year Rs. 2/- per share) on the equity shares of Rs.10/- each for the year ended on 31st March, 2011.

2. Operations:

The profit before interest, depreciation and tax was Rs. 679.75 lacs for the year under review as compared to Rs. 522.33 lacs for the previous year. The Company made a net profit of Rs. 370.05 lacs for the year under review as compared to net profit of Rs. 214.00 lacs for the previous year. The CompanyÃs Gross Sales including export incentives were Rs. 3109.17 lacs for the year under review as compared to Rs. 2635.81 lacs for the previous year.

3. Management Discussion and Analysis:

Management Discussion and Analysis as required under the Listing Agreement with the Stock Exchange is enclosed at Annexure-I to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreement. A separate report on Corporate Governance is attached as a part of the Annual Report, along with the AuditorÃs Certifcate on the compliance.

5. Research & Development:

Research and Development is carried out for improvements in the production and quality of products. The Company is also exploring opportunities to develop and introduce new products through Research and Development activities.

6. Safety, Health & Environment:

The Company continues to maintain high standards of safety. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company.

7. Fixed Deposits:

The Company has not accepted any deposits during the year. The fixed deposits including loans from shareholders of the Company as on 31st March, 2011 was amounted to Rs.7,000/-. This deposit from one depositor is matured unclaimed deposit. In absence of any instructions from the depositor, the said deposit has not been renewed on due dates.

8. Particulars of employees:

During the period under review, there is no employee in respect of whom information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is required to be given in the DirectorsÃ Report.

9. Energy, Technology and Foreign Exchange:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is given in the Annexure-II hereto and forms part of this Report.

10. Directors:

As per the provisions of the Companies Act, 1956, Mr. C. R. Amin and Mr. Amit Goradia, Directors of the Company, retires by rotation and are eligible for re-appointment.

During the year and upto the date of this report, Mr. Sanjay Bhatt and Mr. R. M. Kapadia resigned from the Directorship of the Company. The Board places on record, its appreciation for the services rendered by Mr. Sanjay Bhatt and Mr. R. M. Kapadia as Directors of the Company.

The Board has appointed Mr. Sanotsh Jejurkar as Additional Director w.e.f. 03.02.2011. As per section 260 of the Companies Act, 1956, he holds office upto the date of this Annual General Meeting. The Company has received notice under section 257 of the Act proposing his appointment as director liable to retire by rotation. Your directors recommend the resolution to the notice for your approval.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Vadodara will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them.

12. DirectorsÃ Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Schedule U to the financial statements have been selected and consistently applied and reasonable and prudent judgments have been made so as to give true and fair view of the state of affairs of the Company as on 31st March, 2011 and profit of the Company for the accounting year ended on that date.

iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

13. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the CompanyÃs employees, bankers, Government Authorities, Valuable Customers, Vendors, Depositors and the Shareholders.

By Order of the Board

Chirayu R. Amin Chairman

Registered office: Alembic Road, Vadodara - 390 003. Date: 3rd May, 2011

Mar 31, 2010

The Directors present the 37th Annual Report on the working of the Company with the Audited Accounts for the year ended on 31st March, 2010.

Dividend:

Your Directors recommended dividend of Rs. 21- per share, i.e., 20 per cent (Previous Year Rs. 21- per share) on the equity shares of Rs. 10/- each for the year ended on 31st March, 2010.

2. Operations:

The Profit before interest, depreciation and tax was Rs. 522.33 lacs for the year under review as compared to Rs. 715.35 lacs for the previous year. The Company made a net profit of Rs. 214.00 lacs for the year under review as compared to net profit of Rs. 350.30 lacs for the previous year. The Companys Gross Sales including export incentives were Rs. 2588.78 lacs for the year under review as compared to Rs. 2886.34 lacs for the previous year.

3. Management Discussion and Analysis:

Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchange is enclosed as Annexure "A" to this report.

4. Corporate Governance:

Your Company complies with the provisions of Corporate Governance as envisaged in the Listing Agreements. A separate report on Corporate Governance is attached as a part of the Annual Report, along with the Auditors Certificate on the compliance.

5. Research & Development:

Research and Development is carried out for improvements in the production and quality of products. The Company is also exploring opportunities to develop and introduce new products through Research and Development activities.

6. Safety, Health & Environment:

The Company continues to maintain high standards of safety. It is ensured that all safety rules and statutory requirements are complied during production, storage, handling and transportation of products to prevent any accident. Mock-drills of on-site emergency plans are carried out periodically. The Company maintained emission within the specified limits of standard. The preservation of Environment and Pollution Control are among the top priorities of your Company.

7. Fixed Deposits:

The Company has not accepted any deposits during the year. The fixed deposits including loans from shareholders of the Company as on 31 st March, 2010 was Rs. 7,000/-. This deposit from one depositor is matured unclaimed deposit. In absence of any instructions from the depositor, the said deposit has not been renewed on due date.

8. Particulars of employees:

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1)(b) of the Companies Act, 1956, this Annual Report being sent to shareholders do not include the statement of particulars of employee under section 217(2A) of the Act. Any shareholder interested in obtaining copy of the said statement may write to the Company Secretary at the Registered Office.

9. Energy, Technology and Foreign Exchange:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure - "B" hereto and forms part of this Report.

10. Directors:

As per the provisions of the Companies Act, 1956, Mrs. Malika C. Amin and Mr. Udit C. Amin, Directors of the Company, retires by rotation and are eligible for re-appointment.

During the year, Mr. Arun Patel has resigned as Director. The Board places on record, its appreciation for the services rendered by Mr. Arun Patel as Director of the Company. The Board has appointed Mr. Sanjay Bhatt as Additional Director w.e.f. 21st October, 2009. As per section 260 of the Companies Act, 1956, he holds office upto the date of this Annual General Meeting. The Company has received notice under section 257 of the Act proposing his appointment as director liable to retire by rotation. Your directors recommend the resolution to the notice for your approval.

11. Auditors:

M/s. J.R.S. Patel & Co., Chartered Accountants, Vadodara will retire at the conclusion of this Annual General Meeting and are eligible for re-appointment as Auditors. Members are requested to re-appoint them.

12. Directors Responsibility Statement:

In terms of the provisions of Companies Act, 1956, the Directors state that:

i) In preparation of the Annual Accounts for the year, the applicable Accounting Standards have been followed.

ii) Accounting policies as listed in Schedule U to the financial statements have been selected and consistently applied and reasonable and prudent judgements have been made so as to give true and fair view of the state of affairs of the Company as on 31 st March, 2010 and profit of the Company for the accounting year ended on that date.

iii) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

iv) The Annual Accounts have been prepared on going concern basis.

13. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the support received from the Companys bankers, Government Authorities, Valuable Customers, Vendors, Depositors and the Shareholders.

Registered office: By Order of the Board

Alembic Road,

Vadodara - 390 003. Chirayu R. Amin

Date: 4th May, 2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article