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Directors Report of PC Products India Ltd.

Mar 31, 2015

Dear Members,

The are presenting the 19th Annual Report with Audited Statements of Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2015 has been as under:

(Amount In Rs.)

Particulars 2014-2015 2013-2014

Income 4,06,67,551 7,86,857

Expenditure 4,03,95,246 1,18,346

Provision for Current Tax (MAT) 51887 127000

MAT Credit Entitlement (51887) (127000)

Profit for the year 2,72,304 6,68,511

COMPANY PERFORMANCE:

Your Company posted good financial results during the year under review. Turnover of the company has increased from Rs. 7,86,857/- to Rs. 4,06,67,551/-.

The Company is striving hard on its Net Profits after the acquisition of the company by Mr. Arun Kumar Bhangadia through Open Offer Letter dated 27.06.2014.

The Company carries out the Trading Business in all kinds of Paper.

CAPITAL OF THE COMPANY:

There is no change in the capital during the year.

The Authorised Share Capital of the Company is Rs.6,00,00,000/- divided into 60,00,000 equity shares of 10/- each.

Paid up share capital is Rs.5,38,81,000/- divided in to 53,88,100 equity shares of Rs. 10/- each.

CHANGE OF REGISTERED OFFICE OF THE COMPANY:

The Company has changed its registered office from # 1st Floor, Jayavant House, Azad Road, Near CBT Bhandiwad Base, Hubli - 580 020 (Karnataka) to # 4-7-375/A, Television Hotel Lane, Esamia Bazar, Hyderabad - 500 027 (Telangana) vide Regional Director (SER), Hyderabad order dated 31st March, 2015.

LISTING:

The Company has its equity shares listed on the following Stock Exchanges:

1. BSE Limited - 11.08.2015

2. Metropolitan Stock Exchange of India Limited - 17.11.2014

3. Ahmedabad Stock Exchange Limited

The Company was previously listed on Madras Stock Exchange Limited and Bangalore Stock Exchange Limited - being De-recognized by SEBI.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS:

There are no significant and material orders passed by the Regulatory authorities or Courts which effect the nature of the business of the company except the Order passed by Regional Director (South East Region, Hyderabad) dated 31st March, 2015 relating to the Change of Registered office of the company from one state (Hubli, Karnataka) to another (Hyderabad, Telangana).

STATUTORY AUDITORS:

M/s. N.M. Khatavkar & Co., Statutory Auditors of the company retires at the ensuing Annual General Meeting and eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a Written Consent from the auditors to their appointment and a Certificate to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the appointment of M/s. N.M. Khatavkar & Co., as the statutory auditors of the Company from the conclusion of this Annual General Meeting, till the conclusion of the 5th consecutive Annual General Meeting, subject to ratification by the Members at every Annual General Meeting, at a remuneration to be decided by the Board of Directors in consultation with the Auditors.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS - EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

INTERNAL CONTROLS SYSTEMS AND ADEQUACY:

The Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Pavan Kankani (P K & Associates, Practicing Company Secretaries) (Membership No. F-7432, CP No. 7643), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR 3 is annexed herewith as "Annexure I" to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure II" to this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As per the SEBI Circular "CIR/CFD/POLICY CELL/7/2014" dated 15th September, 2014, the Paid Up Capital of the Company is less than Rs. 10 Crores and Net worth being less than Rs. 25 Crores, Corporate Governance and its report is Not Applicable to the Company.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—

(a) Explanation Regarding Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31,2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Explanation Regarding Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the disclosures required to be are not applicable.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DIVIDEND:

The Company in its revival proposes no dividend for the year.

SUBSIDIARIES:

The Company does not have any subsidiary.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

RELATED PARTY TRANSACTIONS:

During the year, the Company has not entered any materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.

BOARD MEETINGS:

The Board of Directors duly met 7 (Seven) times in the FY 2014-2015 on 19.04.2014, 14.08.2014, 06.09.2014, 30.09.2014, 13.11.2014, 12.02.2015 and 26.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Ms. Pooja Jain was appointed as Company Secretary (CS) and Compliance Officer w.e.f 01.11.2014.

Mr. Anil Kumar Munjal was appointed as Chief Financial Officer (CFO) of the Company w.e.f 26.03.2015.

During the year, Shri. Sumir Kumar Singh, Shri Shrenikraj Ghewarchand Kothari and Shri Vinod Babulal, the Independent Directors resigned from the Board w.e.f. 13.11.2014. The Board placed on record their sincere appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

Brief Details of the Directors of the Company:

1. Arun Kumar Bhangadia - Promoter Executive Director

Mr. Arun Kumar Bhangadia (50) did his graduation and MBA in family business management. He has 30 yrs of rich experience in Pharma, Financial, trading, construction business. He is chairman in Trimurthi Drugs & Pharmaceuticals Ltd. (BSE) listed company, Director in TDPL Healthcare India Pvt. Ltd., Trimurthi Advisory Services Private Ltd, Hyderabad Stock Exchange, Vice-Chairman in Seven hills co-op Urban Bank Ltd and partner in United Developers.

2. Devender Kumar Rathi- Independent Director

Mr. Devender Rathi, born on 21st July, 1974. He has done his Bachelors in Commerce and has experience in business for more than 15 years in Textiles (Jagdamba Textiles, Jagdamba handlooms), Stock broking and Insurance.

3. Sripriya Mutgi - Independent Director

Ms. Sripriya Mutgi, born on 3rd July 1979 has done B.com and MBA finance and has work experience for more than 10 years in finance field worked at Avaduth Securities Ltd, Fortune Financial Services India Pvt. Ltd - Mumbai.

4. Bellam Praveen - Independent Director

Mr. B. Praveen, born on 12th June, 1987 has done B.com and Diploma in Computer Application and carries work experience of 4 years in financial services at Intime Equities Limited.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

3.1. Qualifications and criteria:

3.1.1 The Nomination and Remuneration Committee, and the Board, shall

review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the HRNR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not b disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as amy be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re- assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses

relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

h. Who is not less than 21 years of age.

3.2.3 The independent Director shall abide by the "code for independent

Directors "as specified in Schedule IV to the companies A ct, 2013.

3.3 other directorships/ committee memberships.

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The HRNR Committee shall take into account the nature of , and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chaiman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a directos appointed to the Board of the company.

2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the Managing Director or the Manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the Companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Human Resources, Nomination and Remuneration (HRNR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2The Board on the recommendation of the HRNR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4The Annual plan and Objectives for Exective committee shall be reviewed by the HRNR committee and Annual Performance Bonus will be approved by the committee based on the achievement againt the Annual Plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the HRNR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received a declaration from Mr. Bellam Praveen, Ms. Supriya Mutgi and Mr. Devender Kumar Rathi; Independent directors

of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The specimen declarations from 3 Independent Directors are attached as "Annexure III" to this report.

AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 30th September, 2014 at 11.00 a.m. at First floor, Jayavant House, Azad Road, Near CBT Bhandiwad Base, Hubli - 580 020 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the FY 2014-2015, (4) four meetings of the Audit Committee were held on the 19.04.2014, 14.08.2014, 13.11.2014 and 12.02.2015.

The details of the Composition of the Audit Committee and Attendance of the members at the meetings are given below:

Name Designation Category No. of No. of meetings meetings held attended

Mr. Devender Kumar Rathi* Chairman NED (I) 2 2

Ms. Sreepriya Mutgi* Member NED (I) 2 2

Mr Bellam Praveen* Member NED (I) 2 2

Mr. Sameer Kumar T Singh** Chairman NED (I) 2 2

Mr. Shrenikraj G. Kothari** Member NED (I) 2 2

Mr. Vinod Babulal** Member NED (I) 2 2

*Appointed w.e.f. 06.09.2014

** Resigned w.e.f. 13.11.2014

NED (I): Non Executive Independent Director

NOMINATION & REMUNERATION COMMITTEE:

The details of composition of the Committee are given below:

Name Designation Category No. of No. of meetings meetings held attended

Mr. Devender Kumar Rathi* Chairman NED (I) 1 1

Ms. Sreepriya Mutgi* Member NED (I) 1 1

Mr Bellam Praveen* Member NED (I) 1 1

Mr. Sameer Kumar T. Singh** Chairman NED (I) 1 1

Mr. Shrenikraj G. Kothari** Member NED (I) 1 1

Mr. Vinod Babulal** Member NED (I) 1 1

*Appointed w.e.f. 06.09.2014

** Resigned w.e.f. 13.11.2014

NED (I): Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/ revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration was paid to any of the Directors for the financial year 2014-15.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Devender Kumar Rathi* Chairman NED (I)

Mr Bellam Praveen* Member NED (I)

Mr. Arun Kumar Bhangadia# Member ED (P)

Mr. Sameer Kumar T Singh** Chairman NED (I)

Mr. Shrenikraj G. Kothari** Member NED (I)

Mr. Vinod Babulal** Member NED (I)

*Appointed w.e.f. 06.09.2014 # Appointed w.e.f. 14.08.2014 ** Resigned w.e.f. 13.11.2014

NED (I): Non Executive Independent Director ED (P): Promoter Executive Director

Powers

The Committee has been delegated with the following powers:

* To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called pcproductsindia@gmail.com for Complaints / Grievances.

RISK MANAGEMENT COMMITTEE:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Arun Kumar Bhangadia# Chairman ED (P)

Mr Bellam Praveen* Member NED (I)

Mr. Devender Kumar Rathi* Member NED (I)

*Appointed w.e.f. 06.09.2014

# Appointed w.e.f. 14.08.2014

NED (I): Non Executive Independent Director

ED (P): Promoter Executive Director

Role and Responsibilities:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the Independent Directors of the company had a meeting on 26/03/2015 without attendance of non- independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of Non- Independent directors. The company has 1 (One) Non-Independent Director - Mr. Arun Kumar Bhangadia

The meeting recognized the significant contribution made by Mr. Arun Kumar Bhangadia, Non-Independent Director in the shaping up of the company and putting the company on accelerated growth path. He devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness and Attendance for Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

Mr. Arun Kumar Bhangaida, Chairman of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There is no case of sexual harassment reported during the year under review.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mis management, if any in the Group pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The details of the Policy are posted on the website of the Company www.pcproductslimited.com

RISK MANAGEMENT:

Your Company follows a comprehensive system of Risk Management and a committee being formed for its governance. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process. All assets of your Company and other potential risks have been adequately insured.

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

The required information as per Sec. 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit or loss of the Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year 2014-15 have been prepared on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, NSDL, CdSl, RTA, Auditors and other Regulatory Bodies.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board PC Products India Limited Sd/- Place: Hyderabad Arun Kumar Bhangadia Date: 11.08.2015 Director (DIN: 00021024)


Mar 31, 2014

Dear Members,

We have pleasure in presenting the 18th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2013-2014 2012-2013

Income 9.13 0.36

Expenditure 1.18 1.13

Profit / Loss for the year 6.69 (0.77)

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 9.13 lakhs and the profit of Rs. 6.69 Lakhs in the current year against the turnover of Rs. 0.36 lakhs and loss of Rs. 0.77 Lakhs in the previous financial year ending 31.03.2013.

The Company has been continuously working on quality up-gradation and cost reduction plans for achieving efficient running of the organisation.

CHANGE IN MANAGEMENT:

Mr. Arun Kumar Bhangadia through Share Purchase Agreement ("SPA”) dated 15th May, 204 acquired 28,55,800 equity shares at a price of Rs.0.75 per share from the promoters of Jayavant Industries limited constituting 53% of the total paid-up equity share capital. Accordingly he complied with the provisions of SEBI (SAST) Regulations and further acquired 71000 shares from the public through open offer letter dated 27.06.2014.

So, consequent on acquisition Mr. Arun Kumar Bhangadia joined the Board of Directors of the Company.

DIVIDEND:

No dividend is proposed to be declared for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Bangalore, Madras and Ahmedabad Stock Exchanges.

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs.6,00,00,000/- divided into 60,00,000 equity shares of 10/- each, Paid up share capital is Rs.5,38,81,000/-divided in to 53,88,100 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

During the year, Mr. Arun Kumar Bhangadia, Ms. Sreepriya Mutgi, Mr.Devender Kumar Rathi and Mr.Bellam Praveen were appointed as Additional Directors of the Company w.e.f 06.09.2014.

Mr. Vinod Babulal, who retires by rotation and being eligible, offers himself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm:

i) that the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on the going concern basis.

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

The required information as per Sec. 217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

RESEARCH AND DEVELOPMENT:

The Inhouse R&D will be continued in it efforts in the fields of Labour welfare, improved morale, Optimum use and other cost reduction measures which had shown good results when the unit of the company was operational. However, the future activity in this respect will depend on the restarting of the activities of the company.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under Section 217(2A). Therefore, the disclosures required to be made under Section 217(2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Sheshagiri B. Kulkarni, Charted Accountant, resigned on 05.09.2014 and the Board of directors proposed the appointment of M/s. N.M. Khatavkar & Co., Charted Accountant as statutory auditors in place of Sheshagiri B. Kulkarni, Charted Accountant to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on Behalf of the Board Jayavant Industries Limited

Sd/- Place: Hubli ArunKumar Bhangadia Date: 06.09.2014 Director (DIN: 00021024)




Mar 31, 2013

Dear Members,

The Directors have pleaure in presenting their Seventeenth Annual Report together with the audited accounts of the Company for the year ended 31st March 2013.

Rs. in Lacs

FINANCIAL RESULTS 2012-13 2011-12

Turnover / Income 0.36 0.43

Profit / loss before taxes 0.77 -8.94

Loss for the year -0.77 -8.94

During the year the Con any could not carry out any substantial business due to the shortage of the working capital funds.

DIVIDEND Looking to the absence of activity and the losses incurred by the Company in the past your directors express their inability to recommend any dividend to the membi rs for the year.

OPERATIONS In the light of no fixed assets owned and business having been stopped, the directors are planning to focus on other activities of the company and on the other lines of business where the investments as comparer to other businesses is less and margins are higher. Your directors however, are under active considerate of various alternative plans of businesses for the future once the working capital funds are available

You are requested to consider the enclosed statement of accounts as drawn upto 31.03.2013 and approve the same.

R & D : The Inhouse R&D ill be continued in its efforts in the fields of Labour welfare, improved morale, Optimum use and other cost reduction measures which had shown good results when the unit of the company was operations However the future activity in this respect will depend on the restarting of the activities of the company.

DIRECTORS: Pursuant to the Provisions of the Companies Act, 1956, Sri Sameer T Singh will retire by rotation and being eligible offers himself for reappointment. You are requested to reappoint Sri Sameer T Singh.

AUDITORS You are requested to apppint Auditors for the Current year and fix their remuneration. Mr Sheshagiri Kulkarni, Char ed Accountants, Hubli who retire at the ensuring Annual General Meeting being eligible offer themselves for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with aspect to Director's Responsibility statement it is hereby confirmed :

1. that in the preparing annual accounts for the financial year ended 31st March 2013 the applicable accounting standards ha been followed alongside proper explanation relating to material departures.

2. that the directors had elected such accounting policies and applied them consistently and made judgments and estimates at were reasonable and prudent so as to give a true and fair view of the state Of affairs of the company the end of the financial year and of the prof or loss of the company for the year under review.

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 ford safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the directors have not prepared the accounts for the financial year ended 31.03.2013 on a going concern basis as the actvities of the company have been completely 5 stopped for the want of working capital funds and these factors raise substantial doubt that the company ill be able to continue as a going concern.

DEPOSITS During the year under report your company has not accepted or renewed any deposits from the public.

PARTICULARS OF EMPLOYEES There is no employee in the Company who drew Rs 60,00,000 per annum or more, where employed for the whole year or Rs 5,00,000 per Month or lore where employed for part of the year whose particulars are required to be furnished Under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Rules, 1975.

ADDITIONAL INFORMATION There are no particulars required to be furnished in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 217(l)(e) of the companies act, 1956 rea with companies (disclosure of particulars In the report of board of directors), rules, 1988 as the Company has not employed any foreign technology there are no foreign exchange earnings and outgo during the period under review, the unit being involved administrative functioning the power consumption is minimal and is mainly for lighting etc,

AUDIT COMMITTEE Pursuant to provisions of Section 292(A) of the Companies Act, 1956 and clause 49 of the listing agreement wit :he Stock Exchanges, an audit committee is constituted under the Chairmanship of Sameer T Singh, an independent director of the company. The Audit Committee had two sittings on 01.09.2012 and 30.04.20 wherein it reviewed the draft final accounts of the company for the year ended 31st March, 2013. The committee also discussed the scope of work a d other related activities of the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report as per requirements under V(A) of the Corporate Governance Provisions described under Clause 49 of the Listing Agreement is furnished in the enclosure forming part of this Report

CORPORATE GOVERNANCE PROVISIONS Pursuant to the provisions of listing Agreement, the Company has adopted Corporate Goverance provisions. Accordingly your Company as complied with the,mandatory requirements of the said Corporate Governance provisions. Corporate Governance Report Is furnished separately forming part of this Annual Report.

INDUSTRIAL RELATIONS inustrial Relations between the workmen and management had continued to be cordial when operation Your Directors express their deep appreciation of the dedicated services rendered by the workmen, staff and officers of the Company,

ACKNOWLEDGEMENTS your Directors place on record their appreciation c the whole-hearted support and co-operation received fro the Financial Institutions, State and Central Government Departments, Banks and Members of the Company.

For and on behalf of the Board

Sameer T Singh Dated: 01.09.2013 Managing Director








Mar 31, 2012

Dear Members,

The Directors have pleaure in presenting their Seventeenth Annual Report together with the audited accounts of the Company for the year ended 31st March 2012.

Rs. in Lacs

FINANCIAL RESULTS 2011-12 2010-11

Turnover / Income 0.43 0.19

Profit / loss before taxes -8.94 -9.95

Loss for the year -8.94 -9.95

During the year the Con any could not carry out any substantial business due to the shortage of the working capital funds.

DIVIDEND Looking to the absence of activity and the losses incurred by the Company in the past your directors express their inability to recommend any dividend to the membi rs for the year.

OPERATIONS In the light of no fixed assets owned and business having been stopped, the directors are planning to focus on other activities of the company and on the other lines of business where the investments as comparer to other businesses is less and margins are higher. Your directors however, are under active considerate of various alternative plans of businesses for the future once the working capital funds are available

You are requested to consider the enclosed statement of accounts as drawn upto 31.03.2013 and approve the same.

R & D : The Inhouse R&D ill be continued in its efforts in the fields of Labour welfare, improved morale, Optimum use and other cost reduction measures which had shown good results when the unit of the company was operations However the future activity in this respect will depend on the restarting of the activities of the company.

DIRECTORS: Pursuant to the Provisions of the Companies Act, 1956, Sri Sameer T Singh will retire by rotation and being eligible offers himself for reappointment. You are requested to reappoint Sri Sameer T Singh.

AUDITORS You are requested to apppint Auditors for the Current year and fix their remuneration. Mr Sheshagiri Kulkarni, Char ed Accountants, Hubli who retire at the ensuring Annual General Meeting being eligible offer themselves for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with aspect to Director's Responsibility statement it is hereby confirmed :

1. that in the preparing annual accounts for the financial year ended 31st March 2013 the applicable accounting standards ha been followed alongside proper explanation relating to material departures.

2. that the directors had elected such accounting policies and applied them consistently and made judgments and estimates at were reasonable and prudent so as to give a true and fair view of the state Of affairs of the company the end of the financial year and of the prof or loss of the company for the year under review.

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 ford safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the directors have not prepared the accounts for the financial year ended 31.03.2013 on a going concern basis as the actvities of the company have been completely 5 stopped for the want of working capital funds and these factors raise substantial doubt that the company ill be able to continue as a going concern.

DEPOSITS During the year under report your company has not accepted or renewed any deposits from the public.

PARTICULARS OF EMPLOYEES There is no employee in the Company who drew Rs 60,00,000 per annum or more, where employed for the whole year or Rs 5,00,000 per Month or lore where employed for part of the year whose particulars are required to be furnished Under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Rules, 1975.

ADDITIONAL INFORMATION There are no particulars required to be furnished in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 217(l)(e) of the companies act, 1956 rea with companies (disclosure of particulars In the report of board of directors), rules, 1988 as the Company has not employed any foreign technology there are no foreign exchange earnings and outgo during the period under review, the unit being involved administrative functioning the power consumption is minimal and is mainly for lighting etc,

AUDIT COMMITTEE Pursuant to provisions of Section 292(A) of the Companies Act, 1956 and clause 49 of the listing agreement wit :he Stock Exchanges, an audit committee is constituted under the Chairmanship of Sameer T Singh, an independent director of the company. The Audit Committee had two sittings on 01.09.2012 and 30.04.20 wherein it reviewed the draft final accounts of the company for the year ended 31st March, 2013. The committee also discussed the scope of work a d other related activities of the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report as per requirements under V(A) of the Corporate Governance Provisions described under Clause 49 of the Listing Agreement is furnished in the enclosure forming part of this Report

CORPORATE GOVERNANCE PROVISIONS Pursuant to the provisions of listing Agreement, the Company has adopted Corporate Goverance provisions. Accordingly your Company as complied with the,mandatory requirements of the said Corporate Governance provisions. Corporate Governance Report Is furnished separately forming part of this Annual Report.

INDUSTRIAL RELATIONS inustrial Relations between the workmen and management had continued to be cordial when operation Your Directors express their deep appreciation of the dedicated services rendered by the workmen, staff and officers of the Company,

ACKNOWLEDGEMENTS your Directors place on record their appreciation c the whole-hearted support and co-operation received fro the Financial Institutions, State and Central Government Departments, Banks and Members of the Company.

For and on behalf of the Board

Sameer T Singh Dated: 01.09.2012 Managing Director




Mar 31, 2011

Dear Members,

Your Directors have pleasure in presenting their Fifteenth Annual Report together with the audited accounts of the Company for the year ended 31st March 2011.

Rs. in Lacs

FINANCIAL RESULTS 2010-11 2009-10

Turnover / Income 0.19 0.28

Profit / Loss before taxes -3.39 -0.02

Loss for the year -3.39 -0,02

During the year the Company could not carry out any substantial business due to the shortage of the working capital funds.

DIVIDEND Looking, to the absence of activity -and the losses incurred by the Company in the past your directors express their inability to recommend any dividend to the members for the year,

OPERATIONS In the light of no fixed assets and business having been stopped, the directors are planning to focus on other activities of the company and on the other lines of business where the investments as compared to other businesses is less and margins are higher. Your directors however, are under active consideration of various alternative plans of businesses for the future once the working capital funds are available.

You are requested to consider the enclosed statement of accounts as drawn upto 31.03.2011 and approve the same.

R & D : The Inhouse R&D will be continued in its efforts in the fields of Labour welfare, improved morale, Optimum use and other cost reduction measures which had shown good results when the unit of the company was operational. However the future activity in this respect will depend on the restarting of the activities of the company.

DIRECTORS: Pursuant to the Provisions of the Companies Act, 1956, Sri Shrenikraj G Kothari will retire by rotation and being eligible, offers himself for reappointment, You are requested to reappoint Sri Shrenikraj G Kothari,

AUDITORS You are requested to appoint Auditors for the Current year and fix their remuneration. Mr Sheshagiri Kulkarni, Chartered Accountants, Hubli who retire at the ensuing Annual General Meeting being eligible offer themselves for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the requirements under Section ' 217(2AA) of the companies Act, 1956 with respect to Director's Responsibility statement it is hereby'confirmed :

1, that in the preparing of annual accounts for the financial year ended 31st March 2011 the applicable accounting standards had been followed alongside proper explanation relating to material departures.

2. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review,

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, . 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

4. that the directors have not prepared the accounts for the financial year ended 31.03.2011 on a going concern basis as the activities of the company have been completely stopped for the want of working capital funds and these factors raise substantial doub.t that the company will be able to continue as a going concern,

DEPOSITS During the year under report your company has not accepted or renewed any deposits from the public.

PARTICULARS OF EMPLOYEES There is no employee in the Company who drew Rs 60, 00,000 per annum or more, where employed for the whole year or Rs 5,00,000 per Month or more where employed for part of the year whose particulars are required to be furnished Under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees), Rules, 1975.

ADDITIONAL INFORMATION There are no particulars required to be furnished in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as per section 217(1) (e) of the companies act, 1956 read With companies (disclosure of particulars in the report of board of directors), rules, 1988 as the Company has not employed any foreign technology, there are no foreign exchange earnings and outgo during the period under review, the unit being involved administrative functioning the power consumption is minimal and is mainly for lighting etc.

AUDIT COMMITTEE Pursuant to provisions of Section 292(A) of the Companies Act, 1956 and clause 49 of the listing agreement with the stock Exchanges, an audit committee is constituted under the Chairmanship of Sameer T Singh, an independent director of the company. The Audit Committee had two sittings on Oi.09.2010 and 30.03.2011 wherein it reviewed the draft final accounts of the company for the year ended 31st March, 2010. The Committee also discussed the scope of work and other related activities of the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report as per requirements under CL V (A) of the Corporate Governance Provisions prescribed under Clause 49 of the Listing Agreement is furnished in the enclosure forming part of this Report.

CORPORATE GOVERNANCE PROVISIONS Pursuant to the provisions of Listing Agreement, the Company has adopted Corporate Governance provisions. Accordingly your Company has complied with the mandatory requirements of the said Corporate Governance provisions. Corporate Governance Report is furnished separately forming part of this Annual Report,

INDUSTRIAL RELATIONS Industrial Relations between the workmen and management had continued to be cordial when operational. Your Directors express their deep appreciation of the dedicated .services rendered by. the workmen, staff and officers of the Company.

ACKNOWLEDGEMENTS Your Directors place on record their appreciation of the whole-hearted support and co-operation received from the Financial Institutions, State and Central Government Departments, Banks and Members of the Company.

For and on behalf of the Board

Sameer T Singh Dated : 01.09.2011 Managing Director



 
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