Home  »  Company  »  Promact Plastics  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Promact Plastics Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 31st ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014-15 ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2014-2015 2013-2014

Operating Profit/ (Loss) [Before Interest & Depreciation] 78.83 78.83

Less: Interest 152.93 168.08

(Loss) before Depreciation (74.10) (89.25)

Less: Depreciation 6.38 7.77

(Loss) before Exceptional items (80.48) (97.02)

Add : Exceptional Items / Profit on sale of Plant & Machinery 272.07 20.64

Profit/ (Loss) Before Tax 191.59 (76.38)

Less: Provision for taxation - -

Profit/ (Loss) for the year after Tax 191.59 (76.38)

(Debit) Balance brought forward from Previous year (1197.51) (1121.13)

(-) Adjustment relating to Fixed Assets (1.41) -

(Debit) Balance carried to Balance Sheet (1007.33) (1197.51)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2014-15.

3. SALES & WORKING RESULTS:

The Company has generated revenue of Rs. 83.20 lacs during the year under review as compared to Rs. 62.81 lacs during 2013-14. The Company has earned other income of Rs. 21.59 lacs during the year under review.

The Profit before Interest and Depreciation during the year 2014-15 was Rs. 78.83 lacs as compared to Profit of Rs. 78.83 Lacs during the year 2013-14. As the Company had to provide for Interest of Rs. 152.93 Lacs during the year under review, the Loss before Depreciation was Rs. 74.10 lacs compared with Loss of Rs. 89.25 lacs during 2013-14. The Company provided Rs. 6.38 lacs for Depreciation and therefore Loss before considering Exceptional items stood at Rs. 80.48 lacs during the year under review compared to Loss of Rs. 97.02 lacs for the year 2013-14. After taking into account Profit on Exceptional items of Rs. 272.07 lacs, the Net Profit for the year under review stood at Rs. 191.59 lacs as against Net Loss of Rs. 76.38 lacs during 2013-14.

4. FINANCE:

4.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban CoOperative Bank Limited.

4.2 The Income tax and Sales tax Assessment of the Company have been completed up to Assessment Year 2012-13 and the Financial Year 2009-10 respectively.

5. DISCONTINUANCE OF BUSINESS:

The Company has discontinued the running business of HDPE/PP Woven Bags, Fabrics and Tarpaulin in view of unviable operations.

6. SALE OF WOVEN SACKS PLANT:

As the operations of 'Woven Sacks' have been non-operational / unviable, the management decided to dispose off the 'Woven Sacks Plant' of the Company situated at Plot No. 392 to 403, GIDC Estate, Phase - II, Dediyasan, Mehsana - 384 002.

The necessary approval ofthe members ofthe Company under Section 293(1)(a) and other applicable provisions, if any, ofthe Companies Act, 1956 were obtained pursuant to the provisions of Section 192A ofthe Companies Act, 1956 read with the Companies (passing of resolution through postal ballot) Rules, 2011, by way of Postal Ballot. The management is in the process of disposing off the plant.

7. DIRECTORS:

7.1 Ms. Nikita J. Patel, Director retires by rotation in terms ofthe Articles of Association ofthe Company. However, being eligible offers herself for reappointment.

7.2 Mr. Jayantilal S. Patel has been appointed as Managing Director of the Company for a period of 3 years w.e.f. 29th July, 2014.

7.3 The Board of Directors duly met 5 times during the financial year under review.

7.4 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

7.5 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting ofthe Independent Directors held on 13th February, 2015.

7.6 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation 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 ofthe Company at 31st March, 2015 being end ofthe financial year 2014-15 and ofthe profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

8. MANAGERIAL REMUNERATION:

8.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

9. KEY MANAGERIAL PERSONNEL :

9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Company has not paid any managerial remuneration to any of its KMP. Mr. Vipul Bhavsar, CFO was appointed during the end ofthe year 2014-15 hence, there is no increase in remuneration.

9.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

10. PERSONNEL AND H. R. D.:

10.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The relationship between average increase in remuneration and Company's performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

10.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 ofthe Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

12. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE818D01011.

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

The information required under Section 134(3)(m) ofthe Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as there are no manufacturing activities during the year under review. The Company has not earned or spent any foreign exchange during the year under review.

14. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 ofthe Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - A

15. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also developing functional website ofthe Company.

16. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - C

17. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited and BSE Limited and the Company has paid Annual Listing Fees to both the Stock Exchanges up to the year 2015-16.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS ’RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report

19. GENERAL:

19.1. AUDITORS:

The present Auditors of the Company M/s. M.M Salvi & Company, Chartered Accountants, Mehsana, will retire at the ensuing 31st Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

19.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

19.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad. Payal J. Patel Jayantilal S. Patel Date : 29th July, 2015 Director Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors pleasured to present the 30th ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013 14 ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2013-2014 2012-2013

Operating Profit/ (Loss) [Before Interest & Depreciation] 78.83 (44.87)

Less: Interest 168.08 131.58

(Loss) before Depreciation (89.25) (176.45)

Less: Depreciation 7.77 49.28

(Loss) before Exceptional items (97.02) (225.73)

Add/(Less): Exceptional Items Profit/ (Loss) on sale of Plant & Machinery 20.64 (62.41)

(Loss) before tax (76.38) (288.14)

Less: Provision for taxation - -

(Loss) for the year after Tax (76.38) (288.14)

(Debit) Balance brought forward from Previous year (1121.13) (832.99)

(Debit) Balance carried to Balance Sheet (1197.51) (1121.13)



2. DIVIDEND:

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2013-14.

3. SALES & WORKING RESULTS:

The operations of the Company were suspended throughout the year as the operations have become unviable. There was no Sales during the year as compared to Rs. 411.53 Lacs during the year 2012-13. The Company earned other income of Rs. 92.07 lacs during the year under review.

The Profit before Interest and Depreciation during the year 2013-14 was Rs. 78.83 lacs as compared to loss of Rs. 44.87 Lacs during the year 2012-13. As the Company had to provide for Interest of Rs. 168.08 Lacs during the year under review, the Loss before Depreciation was Rs. 89.25 lacs compared with Loss of Rs. 176.45 lacs during 2012- 13. The Company provided Rs. 7.77 lacs for Depreciation and therefore Loss before considering Exceptional items stood at Rs. 97.02 lacs during the year under review compared to Loss of Rs. 225.73 lacs for the year 2012-13. After taking into account Profit on Exceptional items of Rs. 20.64 lacs, the Net Loss for the year under review stood at Rs. 76.38 lacs as against Net Loss of Rs. 288.14 lacs during 2012-13.

4. FINANCE:

4.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban Co- Operative Bank Limited.

4.2 The Income tax and Sales tax Assessment of the Company have been completed upto Assessment Year 2010-11 and the Financial Year 2009 10 respectively.

5. DISCONTINUANCE OF BUSINESS:

The Company has discontinued the running business of HDPE/PP Woven Bags, Fabrics and Tarpaulin in view of unviable operations.

6. SALE OF WOVEN SACKS PLANT'':

As the operations of ''Woven Sacks'' have been non-operational / unviable, the management decided to dispose off the ''Woven Sacks Plant'' of the Company situated at Plot No. 392 to 403, GIDC Estate, Phase – II, Dediyasan, Mehsana – 384 002.

The necessary approval of the members of the Company under Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956 were obtained pursuant to the provisions of Section 192A of the Companies Act, 1956 read with the Companies (passing of resolution through postal ballot) Rules, 2011, by way of Postal Ballot. The management is in the process of disposing off the plant.

7. DIRECTORS:

7.1 Mr. Miteshkumar A. Patel was appointed as Independent Director w.e.f. 27th November, 2013. One of your Directors, Mr. Shyamlal Gupta resigned from the office of the Director w.e.f. 27th November, 2013.

7.2 Mr. Dharmendrakumar B. Patel and Mr. Miteshkumar A. Patel, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013. Ms. Payal J. Patel retires by rotation at this Annual General Meeting, being eligible offers herself for reappointment. Mr. Jayantilal S. Patel has been appointed as Managing Director of the Company for a period of 3 years w.e.f. 29th July, 2014.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation 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 31st March, 2014 being end of the Financial Year 2013 14 and the loss of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE818D01011.

10. CORPORATE GOVERNANCE REPORT:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review are annexed to this Report and forms part of this Annual Report.

12. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited and BSE Limited and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the year 2014-15.

13. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Dharmendra B. Patel Chairman

2. Mr. Miteshkumar A. Patel Member

3. Ms. Payal J. Patel Member

14. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Ms. Payalben J. Patel Chairperson

2. Mr. Miteshkumar A. Patel Member

3. Mr. Dharmendra B. Patel Member

15. GENERAL:

15.1 INSURANCE:

The Companies properties including plant, Machinery, Stock, store etc., continue to be adequately insured against risks, such as fire, riot, strikes etc.

15.2 AUDITORS:

The present Auditors of the Company M/s. M.M Salvi & Company, Chartered Accountants, Mehsana, will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

15.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring Disclosure under Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

15.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

16. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. CONSERVATION OF ENERGY:

a) Energy consumption measures taken and implemented and its impact: Nil

b) Total Energy consumption and Energy Consumption per unit of production: Nil as there were no operations during the year 2013-14.

B. TECHNOLOGY ABSORPTION:

a) Efforts made in the technology absorption: Nil

b) Total Foreign Exchange earned and used: Nil

17. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

18. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad. Payalben J. Patel Date : 29th July, 2014 Chairperson


Mar 31, 2013

Dear Shareholders,

The Directors present the TWENTYNINTH ANNUAL REPORT together with the Audited Statement of Accounts for the financial year 2012-13 ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2012-2013 2011-2012

(Loss) before Interest and Depreciation (44.87) (40.30)

Add : Interest 131.58 131.13

(Loss) before Depreciation (176.45) (171.43)

Add : Depreciation 49.28 55.40

(Loss) before Exceptional items (225.73) (226.83)

Add: Exceptional items (Loss on sale of Plant & Machinery) 62.41

(Loss) before tax (288.14) (226.83)

Less : Deferred Tax Asset 59.75

(Loss) for the year after Tax (288.14) (167.08)

(Debit) Balance brought forward from Previous year (832.99) (665.91)

(Debit) Balance carried to Balance Sheet (1121.13) (832.99)

2. DIVIDEND:

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2012-13.

3. SALES & WORKING RESULTS:

The Sales during the year 2012-13 was " 411.53 Lacs as compared to " 1038.91 lacs during the year 2011-12. The Loss before Interest and Depreciation during the year 2012-13 was of " 44.87 Lacs against as compared to 40.30 lacs during the year 2011-12. As the Company had to provide for Interest of" 131.58 Lacs during the year under review, the Loss before Depreciation was " 176.45 lacs the year under review, compared with Loss of" 171.43 lacs during 2011-12. The Company provided " 49.28 lacs for Depreciation and therefore Loss before tax stood at" 225.73 lacs during the year under review compared to Loss of" 226.83 lacs for the year 2011-12. After taking into account Exceptional items of" 62.41 Lacs, the Net Loss for the year under review stood at " 288.14 lacs as against Net Loss of" 167.08 lacs during 2011-12.

4. FINANCE:

4.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban Co-Operative Bank Limited.

4.2 The Income tax and Sales tax Assessment of the Company have been completed upto Assessment Year 2009-10 and the Financial Year 2006 07 respectively.

5. DIRECTORS:

Two of your Directors viz. Mr. Ankit J. Patel and Mr. Dharmendrakumar B. Patel retire by rotation in terms of Articles of Association of the Company. They, however, being eligible, offer themselves for re appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012-13 and of the Loss of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. DEMATERIALISATION OF EQUITY SHARES:

The Company, to facilitate the Shareholders to hold their shareholding in Electronic Form, has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted is INE818D01011.

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited and BSE Limited and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the year 2013-14.

11. GENERAL:

11.1 INSURANCE:

The Companies properties including plant, Machinery, Stock, store etc., continue to be adequately insured against risks, such as fire, riot, strikes etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. M. M. Salvi & Co., Chartered Accountants, Mehsana were appointed as Auditors for the year 2012-13 and as such they will retire at the ensuing Annual General Meeting of the Company. They have submitted Certificate for their eligibility for re appointment under Section 224 (1 B) of the Companies Act, 1956.

The notes of the Auditors to the accounts are self explanatory.

11.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring Disclosure under Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

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

11.5 POSTAL BALLOT:

The Board of Directors of the Company is in the process of inviting offers for disposal of Land and Building of the Company. The necessary consent of the members under section 293(1)(a) of the companies Act, 1956 by way of Postal Ballot will be obtained at appropriate time.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE I.

13. ACKNOWLEDGMENT:

Your Directors are pleased to take this opportunity to express sincere gratitude for the assistance and continued co operation extended by Promoters, Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their deep appreciation of the contribution made by employees at all levels towards the growth of the Company.

For and on behalf of the Board,

Place : Ahmedabad. Payalben J. Patel

Date : 16th July, 2013 Chairperson


Mar 31, 2012

The Directors present the TWENTYEIGHTTH ANNUAL REPORT together with the Audited Statement of Accounts for the financial year 2011-12 ended on 31st March, 2012.

1. FINANCIAL RESULTS: (Rs.in Lacs)

Particulars 2011-2012 2010-2011

Profit / (Loss)before Interest and Depreciation (40.30) 3.06

Less : Interest 131.13 102.84

(Loss) before Depreciation (171.43) (99.78)

Less : Depreciation 55.40 58.28

(Loss) before tax (226.83) (158.06) (Rs.in Lacs)

Particulars 2011-2012 2010-2011

Add : Deferred Tax Asset 59.75 63.29

(Loss) after tax (167.08) (94.77)

(Loss) for the year (167.08) (94.77)

(Debit) Balance brought forward from Previous year (665.91) (571.14)

(Debit) Balance carried to Balance Sheet (742.03) (665.91) (after adjusting General Reserve of Rs. 90.97 Lacs)

2. DIVIDEND:

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2011-12.

3. SALES & WORKING RESULTS:

The Sales during the year 2011-12 was Rs. 1038.91 Lacs as compared to Rs. 1037.02 lacs during the year 2010-11. The Loss before Interest and Depreciation during the year 2011-2012 was of Rs.40.30 Lacs against Profit of Rs. 3.06 lacs during 2010-11. As the Company had to provide for Interest of Rs.131.13 Lacs during the year under review, the Loss before Depreciation was Rs.171.43 lacs the year under review, compared with Loss of Rs.99.78 lacs during 2010-2011. The Company provided Rs. 55.40 lacs for Depreciation and therefore Loss before tax stood at Rs.226.83 lacs during the year under review compared to Loss of Rs.158.06 lacs for the year 2010-2011. After taking into account Deferred Tax Assets, the Net Loss for the year under review stood at Rs.167.08 lacs as against Net Loss of Rs. 94.77 lacs during 2010-2011.

4. FINANCE:

4.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban Co-Operative Bank Limited.

4.2 The Income tax and Sales-tax Assessment of the Company have been completed upto Assessment Year 2009-10 and the Financial Year 2006 07 respectively.

5. DIRECTORS:

Two of your Directors viz. Ms. Payalben J. Patel and Ms. Nikitaben J. Patel retire by rotation in terms of Articles of Association of the Company. They, however, being eligible, offer themselves for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011 -12 and of the Loss of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. DEMATERIALISATION OF EQUITY SHARES:

The Company, to facilitate the Shareholders to hold their shareholding in Electronic Form, has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted is INE818D01011.

8. SEBI ORDER:

Securities and Exchange Board of India vide their order dated 4th April, 2012 have prohibited the Company from buying, selling or dealing in securities in any manner or accessing the securities market directly or indirectly in any manner whatsoever for a period of one year from the date of order.

9. CORPORATE GOVERNANCE:

The Report on Corporate Governance as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the year 2012-13.

12. GENERAL:

12.1 INSURANCE:

The Companies properties including plant, Machinery, Stock, store etc., continue to be adequately insured against risks, such as fire, riot, strikes etc.

12.2 AUDITORS:

The present Auditors of the Company M/s. M. M. Salvi & Co., Chartered Accountants, Mehsana were appointed as Auditors for the year 2011-12 at the Extra Ordinary General Meeting and as such they will retire at the ensuing Annual General Meeting of the Company. They have submitted Certificate for their eligibility under Section 224 (1 -B) of the Companies Act, 1956 for re-appointment as Auditors of the Company for the year 2012-13.

The notes of the Auditors to the accounts are self explanatory.

12.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring Disclosure under Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS:

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

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE-I.

14. ACKNOWLEDGMENT:

Your Directors are pleased to take this opportunity to express sincere gratitude for the assistance and continued co-operation extended by Promoters, Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their deep appreciation of the contribution made by employees at all levels towards the growth of the Company.

For and on behalf of the Board,

Place : Ahmedabad. Payalben J. Patel

Date : 16th July, 2012 Chairperson


Mar 31, 2011

Dear Shareholders,

The Directors present the TWENTYSEVENTH ANNUAL REPORT together with the Audited Statement of Accounts for the financial year 2010-11 ended on 31st March, 2011.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Particulars 2010-2011 2009-2010

Profit Before Interest and Depreciation 3.06 104.90

Less : Interest 102.84 108.62

(Loss) before Depreciation (99.78) (3.72)

Less : Depreciation 58.28 60.28

(Loss) before tax (158.06) (64.00)

Add : Deferred Tax Asset 63.29 237.02

Profit / (Loss) after tax (94.77) 173.02

Add : Previous Years' Income - 5.32

Profit / (Loss) for the year (94.77) 178.34

(Debit) Balance brought forward from Previous (571.14) (749.48) year

(Debit) Balance carried to Balance Sheet (665.91) (571.14)

2. DIVIDEND

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2010-11.

3. SALES & WORKING RESULTS:

The Sales during the year 2010-11 was Rs.1037 lacs as compared to Rs.1091 lacs during the year 2009-10.

The Profit before Interest and Depreciation during the year 2010-11 was Rs.3.06 lacs as against Profit of Rs. 104.90 lacs during 2009-10. As the Company had to provide for Interest of Rs.102.84 lacs during the year under review, the Loss before Depreciation was Rs. 99.78 lacs during the year under review, compared with Loss of Rs. 3.72 lacs during 2009-10. The Company provided Rs. 58.28 lacs for Depreciation and therefore Loss before tax stood at Rs. 158.06 lacs during the year under review compared to Loss of Rs. 64 lacs for the year 2009-10. After taking into account Deferred Tax Asset, the Net Loss for the year under review stood at Rs.94.77 lacs as against Net Profit of Rs.173.02 lacs during 2009-10.

4. ISO 9002:

Your Company is maintaining all necessary quality standards as prescribed while receiving ISO 9002 Certification from UKAS Quality Management.

5. FINANCE:

5.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban Co-Operative Bank Limited.

5.2 The Income-tax and Sales-tax Assessment of the Company have been completed upto Assessment Year 2008-09 and the Financial Year 2006-07 respectively.

6. DIRECTORS:

One of your Directors viz. Mr. Babubhai A. Patel ceased to be Director upon resignation w.e.f. 29th May, 2010. Two of your Directors viz. Mr. Dharmendrakumar B. Patel and Mr. Shyamlal Gupta retire by rotation in terms of Articles of Association of the Company. They, however, being eligible, offer themselves for re-appointment.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 being end of the financial year 2010-11 and of the Loss of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

8. DEMATERIALISATION OF EQUITY SHARES:

The Company, to facilitate the Shareholders to hold their shareholding in Electronic Form, has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted is INE818D01011.

9. CORPORATE GOVERNANCE:

The Report on Corporate Governance as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the year 2011-12.

12. GENERAL:

12.1 INSURANCE:

The Companies properties including plant, Machinery, Stock, store etc., continue to be adequately insured against risks, such as fire, riot, strikes etc.

12.2 AUDITORS:

The present Auditors of the Company M/s. R. R. S. & Associates, Chartered Accountants were appointed as Auditors for the year 2010-11 and as such they will retire at the ensuing Annual General Meeting of the Company. They have submitted Certificate for their eligibility for re-appointment under Section 224 (1-B) of the Companies Act, 1956. The notes of the Auditors to the accounts are self explanatory.

12.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring Disclosure under Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS:

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

13. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE - I.

14. ACKNOWLEDGMENT:

Your Directors are pleased to take this opportunity to express sincere gratitude for the assistance and continued co-operation extended by Promoters, Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their deep appreciation of the contribution made by employees at all levels towards the growth of the Company.

For and on behalf of the Board,

Payalben J. Patel Chairperson

Place : Ahmedabad. Date : 30th May, 2011.


Mar 31, 2010

The Directors present the TWENTYSIXTH ANNUAL REPORT together with the Audited Statement of Accounts tor the financial year 2009-10 ended on 31st March, 2010.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Particulars 2009-2010 2008-2009

Profit / (Loss) Before Interest and Depreciation 104.90 (0,94)

Less : Interest 108.62 106.98

(Loss) before Depreciation (3.72) (107.92)

Less : Depreciation 60.28 61.34

Profit / (Loss) before tax (64.00) (169.27)

Less : Provision for tax

AddJ(Less) : Deferred Tax Asset / (Liabilities) 237.03 (11.63)

Less : Provision for Fringe Benefit Tax - 0.06

Profit / (Loss) after tax 173.02 (180.96)

Add / (Leas) : Previous Years (Expenses)/1ncome 6.33 (4.00)

Profit / (Loss) for the year 178.34 184.96

(Debit) Balance brought forward from Previous year (749.48) (564.52)

(Debit) Balance carried to Balance Sheet (573.13) (749.48)



2. DIVIDEND .

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2009-10.

3. SALES & WORKING RESULTS:

The Sales during the year 2009-10 was Rs. 1091 lacs as compared to Rs. 1286 lacs during the year 2008-09.

The Profit before Interest and Depreciation during the year 2009-10 was Rs. 104.90 lacs as against Loss of Rs, 0.94 lacs during 2008-09. As the Company had to provide for Interest of Rs. 108.62 lacs during the year under review, the Loss before Depreciation was Rs. 3.72 lacs during the year under review, compared with Loss of Rs. 107.92 lacs during 2008-09. The Company provided Rs. 60.28 lacs for Depreciation and therefore Loss before tax stood at Rs. 64 lacs during the year under review compared to Loss of Rs. 169.27 lacs for the year 2008-09. After taking into account Deferred Tax Asset, the Net Profit for the year under review stood at Rs.173.02 lacs as against Net Loss of Rs.180.96 lacs during 2008-09.

4. ISO 9002:

Your Company is maintaining all necessary quality standards as prescribed while receiving ISO 9002 Certification from UKAS Quality Management.

5. FINANCE:

5.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban Co- operative Bank Limited.

5.2 The Income-tax and Sales-tax Assessment of the Company have been completed upto Assessment Year 2008-09 and the Financial Year 2006-07 respectively.

6. DIRECTORS:

Ms. Payalben J. Patel, Ms. Nikitaben J. Patel and Mr Ankit J. Patel were appointed as Directors by the Board of Directors w.e.f. 29th May, 2010, Mr. Sachin N. Patel and Mr. Arvindbhai N. Patel ceased to be Directors upon resignation w.e.f. 29th May, 2010. The Board recommends their appointment as provided in the Notice of 26th Annual General Meeting.

One of your Directors viz. Mr. Babubhai A. Patel retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. He, however, being eligible, offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March. 2010 being end of the financial year 2009-10 and of the Profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

8. CHANGE OF REGISTRAR AND TRANSFER AGENTS;

During the period under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime (India) Private Limited.

9. COMMENCEMENT OF OTHER OBJECTS IN THE COMPANY:

The Company proposes to commence new business as mentioned in Object no. 6, 17 and 36 under sub clause C of main clause 111 of the Memorandum of Association relating to real estate, construction and metai business so as to diversify the business activities of the Company. The Board is hopeful that the proposed business will benefit the Company. The Board recommends the resolution for approval of Members.

10. DEMATERIAUSAT10N OF EQUITY SHARES:

The Company, to facilitate the Shareholders to hold their shareholding in Electronic Form, has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted is INE818D01011.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

13. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the year 2010-11.

14. RECONSTITUTION OF AUDIT COMMITTEE:

The Audit Committee is reconstituted w.e.f. 29th May, 2010 due to appointment of Ms. Payalben J. Patel and Ms. Nikitaben J. Patel and resignation of Mr, Sachin N. Patel and Mr. Arvind N. Patel as the Directors of the Company. The Audit Committee consist of;

1. Ms. Payalben J. Patel Chairperson

2. Ms. Nikitaben J. Patel Member

3. Mr. Dharmendrabhai B. Patel Member

15. RECONSTITUTION OF REMUNERATION COMMITTEE:

The Remuneration Committee is reconstituted w.e.f. 29th May, 2010 due to appointment of Ms. Payalben J. Palel and Ms. Nikitaben J. Patel and resignation of Mr. Sachin N. Patel and Mr. Arvind N. Patel as the Directors of the Company. The Remuneration Committee consist of:

1. Ms. Payalben J. Patel Chairperson

2. Ms. Nikitaben J. Patel Member

3. Mr. Dharmendrabhai B. Patel Member

16. RECONSTITUTION OF SHAREHOLDERS GRIEVANCE COMMITTEE:

The Shareholders Grievance Committee is reconstituted w.e.f. 29th May, 2010 due to appointment of Ms. Payalben J. Patel. Ms. Nikitaben J. Patel and resignation of Mr. Sachin N. Patel and Mr. Arvind N. Patel as the Directors of the Company. The Shareholders Grievance Committee consists of:

1. Ms. Payalben J, Patel Chairperson

2. Ms. Nikitaben J, Patel Member

17. GENERAL:

17.1 INSURANCE:

The Companies properties including plant, Machinery, Stock, store etc., continue to be adequately insured against risks, such as fire, riot, strikes etc.

17.2 AUDITORS:

The present Auditors of the Company M/s, R. R. S. & Associates, Chartered Accountants were appointed as Auditors for the year 2009-10 and as such they will retire at the ensuing Annual General Meeting of the Company. They have submitted Certificate for their eligibility for re-appointment under Section 224 (1-B) of the Companies Act, 1956.

The notes of the Auditors to the accounts are self explanatory,

17.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring Disclosure under Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,

17.4 DEPOSITS:

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

18. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE - I.

19. ACKNOWLEDGMENT:

Your Directors are pleased to take this opportunity to express sincere gratitude for the assistance and continued co-operation extended by Promoters, Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their deep appreciation of the contribution made by employees at all levels towards the growth of the Company.

For and on behalf of the Board,

Place : Ahmedabad. Payalben J. Patel Date : 29th May, 2010. Chairperson


Mar 31, 2009

The Directors present the TWENTYFIFTH ANNUAL REPORT together with the Audited Statement of Accounts for the financial year 2008-09 ended on 31st March, 2009.

1. FINANCIAL RESULTS

(Rs.in Lacs)

2008-2009 2007-2008

Profit / (Loss) Before Interest and Depreciation (0.94) 617.08

Less : Interest 106.98 105.11

Profit / (Loss) before Depreciation. (107.92) 511.97

Less : Depreciation 61.34 53.93

Profit / (Loss) before tax (169.27) 458.04

• Less : Provision for tax - 6.65

Provision for Deferred Tax 11.63 (83.52)

Provision for Fringe Benefit Tax 0.06 0.10

Income Tax for earlier years - 0.29

Profit / (toss) after tax (180.96) 534.52

Previous Years expenses 4.00 0.74

Profit 7 (Loss) after Previous years expenses (184.96) 533.78

(Debit) Balance brought forward from Previous year (564.52) (1098.30)

(Debit) Balance carried to Balance Sheet (749.48) (564.52)



2. DIVIDEND

As the Company has accumulated losses, your Directors are unable to recommend any Dividend for the Year 2008-09.

3. SALES & WORKING RESULTS:

The Sales during the year 2008-09 was Rs. 1286 lacs as compared to Rs. 1353 lacs during the year 2007-08.

The Loss before Interest and Depreciation during the year 2008-09 was Rs. 0.94 lacs as against Profit of Rs. 317.08 lacs during 2007-08. As the Company had to provide for Interest of Rs. 106.98 lacs during the year under review, the Loss before Depreciation was Rs. 107.92 lacs during the year under review, compared with Profit of Rs. 511.97 during 2007-08. The Company provided Rs. 61.34 lacs for Depreciation and therefore Loss before tax stood at Rs. 169.27 lacs during the year under review compared to Profit of Rs. 458.04 lacs for the year 2007-08. After taking into account Deterred Tax and other Taxes, the Net Loss for the year under review stood at Rs. 180.96 lacs against Net Profit of Rs.534.32 lacs during 2007-08.

4. ISO 9002:

Your Company is maintaining all necessary quality standards as prescribed while receiving ISO 9002 Certification from UKAS Quality Management.

5. FINANCE:

5.1 During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks. The Company is enjoying Working Capital Facilities from Mehsana Urban Co-operative Bank Limited.

5.2 The Income-tax and Sales-tax Assessment of the Company have been completed upto Assessment Year 2007-08 and the Financial Year 2005-06 respectively.

6. DIRECTORS:

Shri Sachin N. Patel, Shri Arvindbhai N. Patel, Shri Dharmendrakumar B. Patel and Shri Shyamlal H. Gupta were appointed as Directors by the Board of Directors w.e.f. 31sl October, 2008. Shri Rameshbhai S. Patel, Shri Karnlesh H. Amin, Shri Ajit A. Patel and Shri Vishnubhai P. Patel ceased to be Directors upon resignation w.e.f. 31st l October, 2008. The Board recommends their appointment as provided in the Notice of 25" Annual General Meeting.

One of your Directors viz. Shri Babubhai A. Patel retires by rotation in terms of Articles 150 and 151 of the Articles of Association of the Company. He, however, being eligible, offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31.sl Marcn, 2009 being end of the financial year 2008 09 and of the Loss of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

8. DEMATERIALISATION OF EQUITY SHARES:

The Company, to facilitate the Shareholders to hold their shareholding in Electronic Form, has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN allotted is INE818D01011

9. CORPORATE GOVERNANCE:

The Report on Corporate Governance as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees to both the Stock Exchanges upto the year 2009-10.

11. GENERAL:

11.1 INSURANCE:

The Companies properties including plant, Machinery, Stock, store etc., continue to be adequately insured against risks, such as fire, riot, strikes etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. R. R. S. & Associates, Chartered Accountants were appointed as Auditors for the year 2008-09 and as such they will retire at the ensuing Annual General Meeting of the Company. They have submitted Certificate for their eligibility for re-appointment under Section 224 (1-B) of the Companies Act, 1956.

The notes of the Auditors to the accounts are self explanatory.

11.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring Disclosure under Section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

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

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 IS AT ANNEXURE - I.

13. ACKNOWLEDGMENT:

Your Directors are pleased to take this opportunity to express sincere gratitude for the assistance and continued co-operation extended by Promoters, Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their deep appreciation of the contribution made by employees at all levels towards the growth of the Company.



For and on behalf of the Board,

Ahmedabad-380 009. Babubhai A. Patel

Date : 30lh June, 2009. Chairman