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Directors Report of Sejal Glass Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Sixteenth Annual Report, together with the Audited Accounts of the Company, for the year ended March 31, 2014 as follows:

FINANCIAL RESULTS

(Amount in Rs.)

Year 2013-13 Year 2012-13

I. Continuing Operations

Sales and Operating Income 126,36,87,880 62,67,74,810

Other Income 10,63,48,140 1,16,00,8092

Total Income 137,00,36,020 74,27,82,902

Operating Expenditure 132,93,40,282 63,17,92,414

Profit Before Interest & 4,06,95,738 11,09,90,488 Depreciation

Less : Interest 8,82,20,178 8,10,49,903

Less : Depreciation/amortization 2,45,85,443 2,44,44,004

Net Profit/(Loss) Before Tax and (7,21,09,883) 54,96,581 Exceptional Items

Loss on sale of Property & (11,36,87,809) (10,22,67,961) Provision for contigency

Prior period items (17,96,069) 70,16,625

Net Profit/(Loss) Before Tax (18,75,93,761) (8,97,54,755)

Less : Current Tax - (9,08,531)

Less : Deferred Tax - (6,93,34,646)

Net Profit/(Loss) After Tax (18,75,93,760) (15,99,97,932) from continuing operations

OPERATIONAL REVIEW

Whilst the Turnover for the year has increased by 100% i.e. Rs.126.37 Crs against Rs.62.68 Crs in the previous year, the EBITDA was lower at Rs.4.07 Crs against Rs.11.10 Crs of FY 2012-13. Slow down in the company''s major customer segment i.e. Infrastructure and realty sector, on account of overall recessionary business conditions coupled with liquidity constrains have impacted sales as well as the margins of the company during the year. The loss at the net level of Rs.18.76 Cr was mainly due to Loss of sale of securities of Rs.3.07 Crs and provision for contingencies Rs.8.50 Crs.

Consolidated Accounts :

Your Company has three Subsidiary Companies namely 1) Sejal Bluecity Realtors Private Limited 2) Sejal Bluecity Developers Private Limited 3) Sejal Bluecity Buildcon Private Limited.

In accordance with the requirement of Accounting Standards AS 21 (read with AS 23), issued by the Institute of Chartered Accountants of India, the consolidated Accounts of the company and its subsidiaries are annexed to this report.

In terms of the General Circular No.2/2011 dated 8th February 2011, issued by the Government of India, Ministry of Corporate Affairs, the Annual Report of the Subsidiary Companies are not annexed to this Report. Members desiring to have a copy of Audited Annual Accounts and the related detailed information of the said subsidiaries may write to the Company Secretary at the registered office of the company and they will be provided with the same upon such a request. Annual Accounts of these subsidiary Companies will also be kept for inspection of the Members at the Registered office of the Company as well as at the Registered office of the Subsidiary Companies.

SHARE CAPITAL

During the year under review your Company''s Authorized Share Capital remained unchanged at Rs. 60,00,00,000/- (Rupees Sixty Crores Only) comprising of 6,00,00,000 Equity Shares of Re. 10/- each.

During the year under review Issued, Subscribed and Paid up Share Capital of your Company also remained unchanged at Rs. 33,55,00,000/-(Rupees Thirty Three Crores Fifty Five Lacs Only) comprising of 3,35,50,000 Equity Shares of Re. 10/- each Equity Shares each.

DEPOSITORY SYSTEM

The trading in the equity shares of your Company is under compulsory dematerialization mode. As of date, equity shares representing 99.07% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of your Company''s shares.

DIVIDEND

In view of the loss for the year and the accumulated losses of the previous year, your Directors are unable to recommend any dividend for the year ended March 31, 2014.

During the year under review the name of your Company was changed from "Sezal Glass Limited" to "Sejal Glass Limited".

CHANGE OF NAME OF COMPANY

During the year under review the name of your Company was changed from "Sezal Glass Limited" to "Sejal Glass Limited".

DIRECTORS

The Board consists of Executive and Non- Executive independent directors including who have wide and varied experience in different disciplines of corporate functioning.

Mr. Praful Nisar, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 01, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and their office shall not be liable to retire by rotation.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Rengrajan Ramaswamy and Mr. Praful Nisar as Independent Directors is being placed before the Members in General Meeting for their approval.

During the year under review the following Directors resigned from the post of Directorship of the Company;

(i) Ms. Parul Mehta with effect from November 14, 2013

(ii) Ms. Sonali Tipre with effect from February 14, 2014

The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by both the directors during their tenure as Independent Directors of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors'' Certificate regarding Compliance of Corporate Governance form part of this Report.

PUBLIC DEPOSITS

Your Company has accepted deposits from public in pursuance of section 58A of the Companies Act, 1956 and rules framed under the Companies [Acceptance of Deposits] Rules, 1975. During the period under review, as on 31st March, 2014, the Company has outstanding fixed deposit of Rs.6,12,07,000/-. There has been delays in payment of interest and repayment of matured deposits. Your Company could not service non-cumulative interest on the deposits from July 2013 and monthly interest from June 2013 and also could not make payment of matured deposits from April 2013 on account of severe liquidity constraints.

Your Company has made payments to the Fixed Deposit holders pursuant to the order passed by the Company Law Board to whom Fixed Deposit holders have approached for making payment of their Fixed Deposits.

Your Company intends to service pending interest as well as matured deposit payments on improvement in financials.

DIRECTORS RESPONSIBILITY STATEMENT

Your company''s Directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate 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 financial year 2013-14 and of profit of the company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in Annual Report 2013-14 accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2014 on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP)

Your Company had approved ESOP 2012 at the Annual General Meeting of your Company held on September 29, 2012. As on date, your Company has not granted any options under ESOP 2012.

INDUSTRIAL RELATIONS:

The industrial relations continue to be cordial and harmonious at the manufacturing unit of the Company at Silvassa.

Related party Disclosures:

The Company has made disclosures in compliance with the Accounting Standards on related party disclosures as required by Clause 32 of the Listing Agreement with the Stock Exchanges.

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

Information on Conservation of energy, Technology Absorption and Foreign Exchange is given as Annexure to this report.

AUDITORS

M/s. S. S. Puranik & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment as statutory auditors of the Company.

AUDITOR''S OBSERVATION

* Confirmation of balances from Debtors, Creditors and Loans and Advances: As a process your company has already sent Letters to all major Debtors, borrowers of ICDs and Loans asking them to confirm balances as at 31.3.2014 directly to the Statutory Auditors. The confirmation of balances was obtained from most of the borrowers of ICDs and few Debtors. Follow up is on with the rest to obtain confirmations. As regards Creditors, all major raw materials suppliers i.e. Glass, PVB, Silicon, etc. accounts were reconciled and balances were confirmed by them as at the year end.

* Procedure to assess and provision for Non moving and obsolete Inventory: Your Company is engaged in processing of Clear/Float Glass in to Toughened, Laminated, Insulated and Ceramic frit Glass. Orders vary from customer to customer and as the orders will have to be executed within tight time schedule, Glass and other inventory of various sizes are maintained. Ageing reports of inventory is prepared on periodical basis and reviewed. Management would strengthen the procedure to assess the usefulness of the non-moving inventory and also consider appropriate provision for Inventory no longer useable.

* To strengthen internal control procedure: Management would initiate steps to streamline the systems and procedure with appropriate SOPs.

* Arrears of interest on Public FD, Principle and statutory Liabilities: Due to severe liquidity constraints your company could not repay matured Public FDs and interest in time. Also there were delays in paying various statutory liabilities. Management has initiated various measures to mobilize funds through sale of assets of the company, Liquidation of old and obsolete inventory, recovering Loans and ICDs etc. to meet these liabilities. Your company is working towards paying off the balance Public FDs and all statutory liabilities at the earliest. * Irregularity of Bank accounts: Bankers have classified the credit facilities granted to the company as non-performing and have issued 13(2) & 13(4) notices under SARFAESI Act, 2002. Your company has already approached Debt Recovery Tribunal and obtained stay against 13(4) SARFAESI Act 2002 notice issued by State Bank of Patiala. Management is in discussions with the Bankers to carry out restructuring of the credit facilities, which if carried out would give sufficient time to the company to mobilize/generate funds to regularise the accounts with the banks.

Deferred Tax Asset:

Your company has already drawn up Business plan to Expand Value added Glass processing capacity by setting up units across all major cities in India to cater to the increased demand. This would significantly increase the Revenues and profitability of the company. Towards this your company has initiated steps to identify Land in the NCR and South Indian region. In addition your company has planned

* Procurement of certain machinery and balancing equipment (Double edger cutting machine, Drilling, Grinding and washing machine, etc.,).These machineries will aid in improving productivity and profitability

* Express/Feeder line power connectivity, which will help to obtain continuous power supply and thereby increase the production

However, due to all round economic slowdown as well as tight liquidity conditions your company could not pursue the said plan aggressively. In order to augment resources, the management has initiated certain measures like disposal of un productive assets, recalling of amounts lent as un secured Loans & ICDs, etc. This will improve liquidity and help in expeditious execution of the aforesaid business plan and thereby increase taxable income to absorb current accumulated Losses and to adjust DTA 3 to 5 year''s time horizon.

COST AUDITORS

In conformity with the directives of the Central Government, your Board of Directors has appointed Mr. Vaibahv Joshi, Cost Accountant, having office at A-5, Parvati Rokadiya Cross Lane,Pai Nagar, SVP Road, Borivali (West), Mumbai - 400092 as Cost Auditor under section 233B of the Companies Act 1956, to audit the cost accounts for processing of Glass for the year ending on March 31, 2014. The cost audit report for the year ended March 31, 2014 will be filed in accordance with the provisions of the Companies Act.

PARTICULARS OF EMPLOYEES

Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

CAUTIONARY STATEMENTS

This Directors Report and the Management Discussion and Analysis Report may contain certain statements, which are futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board of Directors Sd/-

Amrut S. Gada Chairman and Managing Director

Place: Mumbai Date: August 14, 2014


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Fourteenth Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2012.

Financial Results

The financial performance of the Company for the financial year ended March 31, 2012 is summarized below:

(in crores)

I. Continuing Operations Year 2011-12 Year 2010-11

Sales and Operating Income 44.86 39.24

Other Income 8.60 0.56

Total Income 53.46 39.80

Operating Expenditure 49.28 41.72

Profit Before Interest & Depreciation 4.18 (1.92)

Less : Interest 1.74 2.32

Less : Depreciation/amortization 2.34 2.25

Net Profit Before Tax and Exceptional Items 0.09 (6.49)

Prior period items 0.66 0.27

Net Profit/(Loss) Before Tax (5.71) (6.76)

Less : Current Tax (0.97) -

Less : Deferred Tax (1.87) 32.32

(2.84) 32.32

Net Profit/(Loss) After Tax from continuing operations (A) (3.41) 25.56

II. Discontinuing Operations

Total Income 54.79 242.88

Operating Expenditure 91.19 332.60

Profit/(Loss) Before Tax (36.40) (89.95)

Gain/(Loss) from disposal of Assets / settlement of liabilities. (12.83) -

Net Profit/(Loss) (B) (49.23) (89.95)

Profit / (Loss) for the year (A B) (52.64) (64.40)



Operational Review

As already mentioned in the last year's report, the Company has transferred the entire business of manufacturing and selling of feat glass, to Saint-Gobain Glass India Limited a 100% subsidiary of the France-based Companies de Saint Gobain, a world leader in Building Materials, by way of Slump Sale as defend under Section 2(42C) of the Income Tax Act, 1961 on a going concern basis w.e.f. May 31, 2011 for a total value of Rs.686.00 Crores.

Consequent upon the Slump Sale of the Float Glass Business, the current year financial results include the performance of the Float Glass Business up to May 31, 2011. Accordingly the operating results for the year ended 31st March, 2012 are not comparable with those for the preceding year.

The accounts have been prepared in accordance with the revised schedule VI format and thus the figures from the discontinued operations of the foat glass business have been shown separately in the report.

The Company is in the process of expanding the existing Value Addition of Glass business as well as developing new businesses.

The Company has completed the installation of the new tempering line at its Silva's Plant. With this, the Company's tempering Capacity will almost double at Silva's.

The Company is in the process of setting up a new Value Addition of Glass Project in Val sad District in the state of Gujarat. The Project is expected to be commissioned in the third quarter of 2013 - 14.

Share Capital

Authorized Share Capital of the Company is Rs. 60,00,00,000/-( Rupees Sixty Crores Only ) divided into 6,00,00,000 Equity Shares of Re. 10/- each.

The Paid up Share Capital of the Company is Rs 33,55,00,000/- ( Rupees Thirty Three Crores Fifty Five Lacs Only ) divided into 3,35,50,000 Equity Shares of Re. 10/- each Equity Shares each.

Dividend

Your Directors have not recommended any dividend on the equity shares for the financial year 2011 – 2012 with a view to conserve financial resources for the proposed expansion plans of the Company.

Directors

- At the ensuing Annual General Meeting Mr. R. Rengarajan and Ms. Parul Mehra retire by rotation and being eligible, offer themselves for re-appointment.

- The Board has subject to the approval of the members of the company, approved the re-appointment of Mr. Miitesh K. Gada as the Executive Director of the Company, for a further period of 5 years from October 01, 2012.

- During the year under review Mr. Dilip Patel, Independent Director resigned from the Board of Directors of the Company. The Board hereby accords its sincere appreciation and gratitude for the valuable contri- bution and services rendered by Mr. Dilip Patel as the Director of the Company. Ms. Parul Mehta has been appointed as the Director of the Company with effect from August 14, 2012 in order to full in the casual vacancy created by the resignation of Mr. Dilip Patel.

Significant events post Balance Sheet Date:

Resignation of Directors :

Mr. Atul Bharani and Mr. Hasmukh Shah Independent Directors resigned from the Board of the Company. Your board has placed on record deep appreciation of contributions made by Mr. Atul Bharani and Mr. Hasmukh Shah as directors of the company.

Mr. Dhirraj S. Gada Joint Managing Director and Mr. Aashish D. Kariaa Executive Director also resigned from the Board of the Company.

Construction of additional fours at Seal Encase building.

The Company during the year completed the construction of four additional fours at its corporate office building Seal Encase. The Company proposes to give the additional fours on lease thereby generating additional revenue for the Company.

Enhancement of the Capacity at Silva's Plant:

The Company has purchased a new tempering line at its existing plant at Silvassa. The work on the installation of the equipment is completed and the tempering line shall come on stream before the end of August 2012. Your Company proposes to almost double the Capacity of its existing operations by the introduction of the new tempering line, thereby significantly increasing the top line &the bottom line from the enhanced capacity.

Proposed Value Addition Glass project at Valsad :

The Board of Sezal Glass Limited has also approved the expansion of the Company's existing Value Addition business of about Rs. 500 crores in the next 3 to 5 years time frame. The expansion would be carried out in phase wise manner and the work on implementation of the first phase of the project has already begun. In the first phase the Company proposes to set up a Value Addition plant in Val sad, in the state of Gujarat with a Capex of about Rs. 80 Crores. The Plant is proposed to come on stream by the end of the first quarter of 2012 – 2013.

Sale of part of the Property building 'Sezal Encasa' :

With a view to reduce the debt burden and to augment resources for the Company's expansion project the Board of Directors of your Company on April 14, 2012, approved the sale of part of the Company's property situate at plot No. 173/174, Sezal Encasa, SV. Road, Kandivali (West), Mumbai 400 067.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors' Certificate regarding Compliance of Corporate Governance form part of this Report.

Particular of Employees

Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

Fixed Deposits

During the year under review, the company repaid deposits of Rs. 370.56 lakhs. As on the year end, total unmetered deposits stood at Rs. 1591.48 lakhs, while deposits amounting to Rs. 12.23 lakhs remained unclaimed.

Auditors Report

Explanation for Point No. 9 (a), 9 (b) and 11 of Auditor's Report.

Due to delay in sanction of credit limits by banks and operating losses there were severe liquidity constraints. This has resulted in delays in servicing of debts and payment of statutory dues.

In order to protect the interest of Lenders and others your company has sold on slump sale basis Float Glass manufacturing facility and with the sale considerations fully repaid the loan out standings and interest to the Banks. Post sale of the Float Glass Unit the company was operating without working capital and only could obtain fresh working capital by December 2011. Due to this there were some delays in payment of statutory dues. The company has initiated various measures to improve liquidity and since paid overdue Loan installments, interest and TDS liabilities outstanding at the balance sheet date.

Directors Responsibility Statement

The Directors confirm:

(i) that in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) that they have selected appropriate 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 financial year 2011-12 and of profit of the company for that year;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in Annual Report 2011-12 accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) that they have prepared the annual accounts for the year ended on March 31, 2012 on a going concern basis.

Health And Safety

The company continues to accord high priority to health and safety of employees at its manufacturing location. During the year under review, the company conducted in house safety training programmers and mock drills for safety awareness for all its employees at the plant.

Futuristic Statements

This Directors Report and the Management Discussion and Analysis Report may contain certain statements, which are futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on Conservation of energy, Technology Absorption and Foreign Exchange is given as Annexure 'A' to this report.

Auditors

M/s S. S. Prank & Associates, Chartered Accountants, auditors of the company, hold office until the conclusion of the ensuing annual general meeting. M/s S.S. Puranik & Associates, being eligible, have offered themselves for re-appointment and have confirmed that their appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956.

Cost Auditors

Subject to approval of the central government, the board of directors has appointed Mr. Vaibhav Joshi, Cost Accountants, as cost auditors, to audit the cost accounts for formulations and bulk drugs activities for the year ending on March 31, 2012.

Acknowledgement

Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Amrrut S. Gada

Mumbai : August 14, 2012 Chairman and Managing Director


Mar 31, 2011

Dear Shareholders,

The Directors are delighted to present their Thirteenth Annual Report of the Company and Audited Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2011 is summarized below:

('in million)

Year 2010-11 Year 2009-10

Sales and Operating Income 2796.26 448.98

Other Income 30.47 60.04

Total Income 2826.73 509.02

Increase/(Decrease) in stock 115.19 2.71

Gross Income 2941.92 511.73

Operating Expenditure 2835.80 423.87

Profit Before Interest & Depreciation 106.12 87.86

Less : Interest 667.38 38.05

Less : Depreciation/amortization 400.91 26.53

Net Profit Before Tax and Exceptional Items (962.17) 23.28

Less: Exceptional Items

Loss on Imported Machinery returned to supplier - 10.13

Net Profit/(Loss) Before Tax (962.17) 13.15

Less : Current Tax - 1.70

Less : Deferred Tax (323.16) (13.82)

Net Profit/(Loss) After Tax (639.01) 25.27

Less: Prior year expenses 4.98 3.34

Add : Balance b/f from previous year 94.17 72.24

Amount Available for appropriations (549.82) 94.17

Balance Carried to Balance Sheet (549.82) 94.17

2. OPERATIONAL REVIEW.

During the year under review, with the production of float glass coming on stream your Company recorded a growth in top line. Income from operations went up from '448.98 Million in F.Y 2009 -10 to "2796.26 Million in 2010 -11 recording a growth of more than 6 times the previous years figures.

Profit before Depreciation, Interest and Tax stood at" 106.12 Million in the F.Y. 2010 -11 as against the preceding year's figure of "87.86 Million.

However the Company posted a net loss of "639.01 Million during the year under review as compared to a net profit of "25.27 Million in the F.Y. 2009 - 10.The said loss is mainly due to the highly capital intensive nature of the float glass business as well as change in the industry dynamics during the year under review.

3. SALE OF FLOAT GLASS BUSINESS UNDERTAKING

Your Company has entered into a Binding Business Transfer Agreement dated May 31, 2011 with Saint- Gobain Glass India Limited for sale and transfer of its Float Glass business undertaking including the manufacturing assets at Jhagadia, Dist. Bharuch, State of Gujarat as a going concern on a slump sale basis, on the terms and conditions as stipulated therein.

The Company's float glass manufacturing plant came on stream in March 2009 after a delay of about six months from the envisaged date of commencement of production. This delay had lead to a cost over run of about" 1.8 billion, thereby leading to additional bank loan for the project. During the last two financial years there was a steep increase in competition due to unprecedented additional capacities being added, thereby limiting the growth opportunities in the float glass business. Rising raw material & utilities costs, with no upward movement in the sale price of the finished goods, had made it difficult for the Company to operate at ideal economies of scale required for operating the float glass business which was further resulting in negative growth and dilution of shareholders value. The financial position of the Company deteriorated, during the financial year under review. The Board of Directors of the Company had therefore proposed that before the state of business affairs of the Company is further eroded, it was advisable to sell the business undertaking of the Company and concentrate and expand its existing Processing of value addition glass business as well as introduce diversified business activities which will increase shareholders value. Therefore, in the best interest of the shareholders of the Company as well as other stakeholders, the Company decided to sell its float glass business undertaking as a going concern on slump sale basis. The Company has executed a Binding Business Transfer Agreement with Saint - Gobain Glass India Limited for a lump sum consideration of '6860 Million subject to the terms, conditions and provisions set forth in the Business Transfer Agreement.

The approval of the shareholders of the Company for the sale of the Business Undertaking was obtained by passing a resolution by way of Postal Ballot. The result of the Postal Ballot was announced on May 30, 2011.

4. SHARE CAPITAL

Authorised Share Capital of the Company was increased from '450 million to "600 million divided into 60,00,00,000 Equity Shares of Re. 1/- each.

The Paid up Share Capital of the Company has increased from "288 million to "335.50 million divided into 33,55,00,000 Equity Shares of Re.1/- each.

During the year the Company has sub- divided the face value of its equity shares from the existing " 10/- each to Re. 1/- each.

The Company during the year issued and allotted to Brand Equity Treaties Limited (BETL) 2,00,00,000 (Two crores) Equity Shares of Re. 1/- each at an issue price of "9/- per share on preferential basis in accordance with the provisions of the Securities & Exchange Board of India (SEBI) ICDR Regulations 2009.

The Company during the year converted 2,75,00,000 Convertible Warrants of Re.1/- each at an issue price of "4/- each into equivalent equity shares of Re. 1/- each at an issue price of "4/- each to one of its promoter group entity M/s. Sezal Realty and Infrastructure Limited.

5. DIVIDEND

Your Directors have not recommended any dividend on the equity shares for the financial year 2010 - 2011 in view of the setting up of the high capital intensive Float glass project and the consequent loss on account of high depreciation and interest during the year under review.

6. DIRECTORS

During the year Mr. Mitil R. Chokshi, Ms. Vimla M. Shah and Mr. Praful N. Satra, Independent Directors resigned from the Board of Directors of the Company. The Board hereby accords its sincere appreciation and gratitude for the valuable contribution and services rendered by the Directors who resigned during the year.

Mr. Hasmukh N. Shah and Mr. R. Rengarajan have been appointed as the Directors of the Company with effect from November 13, 2011 in order to fill in the casual vacancy created by the resignation of Mr. Mitil R. Chokshi and Ms. Vimla M. Shah.

Mr. Dilip K. Patel has been appointed as the Director of the Company with effect from August 12, 2011 in order to fill in the casual vacancy created by the resignation of Mr. Praful N. Satra.

The Board has subject to the approval of the members of the company, approved the re- appointment of Mr. Amrrut S. Gada as the Managing Director of the Company, for a further period of 5 years from April 01, 2011.

The Board has subject to the approval of the members of the company, approved the reappointment of Mr. Dhirraj S. Gada as Joint Managing Director of the company, for a further period of 5 years from October 01, 2011.

At the ensuing Annual General Meeting Mr. Hasmukh N. Shah and Mr. Dilip K. Patel retire by rotation and being eligible, offer themselves for re-appointment.

7. EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

None of the employees of the Company has received remuneration exceeding the limits prescribed under the amended Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. PUBLIC DEPOSITS

Public Deposits outstanding at the year end were " 168.60 million and the number of depositors were 4019. At the end of the financial year under review, there were 41 deposits aggregating " 1.16 million which matured but remained unclaimed as on that date.

9. AUDITORS REPORT

Explanation for Point no. 9(a), 9(b) and 11 Auditors' report.

Cost escalation due to start up delay of Company's Float Glass Project, steep increase in input cost and higher interest cost on account of credit crunch etc., have resulted in cash loss situation. This has impacted cash cycles, which in turn lead to delays in servicing of debts and payment of PF, Income Tax TDS and CST liabilities. However, as on date of Directors' report the Company has paid interest and quarterly installments of term loans and also Income Tax TDS outstanding as at the Balance Sheet date.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Sub-Section (2AA) of Section 217 of The Companies Act, 1956, your Directors, hereby confirm that:

a) In the preparation of the annual accounts for the year ended on 31st March 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected the accounting policies in consultation with the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profits or loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on Conservation of Energy, Technology Absorption and foreign Exchange is given as Annexure I to this report.

12. CORPORATE GOVERNANCE REPORT

Corporate Governance and General Shareholder Information forms part of this Annual Report as Annexure II and III.

13. AUDITORS

Your Company's Statutory Auditors M/s. S. S. Puranik and Associates, Chartered Accountants, Mumbai retire at the conclusion of the forth coming Annual General Meeting.

Your Company has received a letter from them to the effect that their re-appointment, if made will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

14. ACKNOWLEDGEMENT

Your Directors would like to convey their appreciation to Banks, Financial Institutions, Government Authorities, Customers, Vendors, Fixed Deposit Holders and Members for their enormous personal efforts as well as their collective contribution received during the year under review and their confidence in its management.

For and on behalf of the Board of Directors

Amrrut S. Gada

Chairman and Managing Directors

Place: Mumbai

Date: August 12, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Twelfth Annual Report of the Company and Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2010 is summarised below:

(`mn)

Year 2009-10 Year 2008-09

Sales and Operating Income 448.98 484.62

Other Income 60.04 34.36

Total Income 509.02 518.98

Increase/(Decrease) in stock 2.71 (3.04)

Gross Income 511.73 515.94

Operating Expenditure 430.01 415.57

Profit Before Interest & Depreciation 81.72 100.37

Less : Interest 31.90 37.65

Less : Depreciation/amortisation 26.53 25.00

Net Profit Before Tax and Exceptional Items 23.29 37.72 Less: Exceptional Items

Loss on Imported Machinery returned to supplier 10.13 -

Provision for contingencies - 6.00

Net Profit Before Tax 13.16 31.72

Less : Provision for tax for the year (including Fringe Benefit Tax) 1.70 9.73

Less : Deferred Tax (13.82) (0.62)

Net Profit After Tax 25.28 22.61

Less: Prior year expenses 3.34 1.39

Add : Balance b/f from previous year 72.24 41.60

Amount Available for appropriations 94.18 62.82

Add : Dividend waiver by promoters - 8.05

Add : Excess provision of Dividend Tax written back - 1.37

Balance Carried to Balance Sheet 94.18 72.24



NEW CORPORATE IDENTITY

In terms of the Special Resolution passed by the shareholders of the Company at Extra-Ordinary General Meeting held on May 15, 2010 and on receipt of approval from the Central Government, the name of the Company was changed to SEZAL GLASS LTD.

The new corporate identity represented by the new name SEZAL GLASS LTD. has come into effect.

SHARE CAPITAL

During the year the Company had allotted 50,00,000 convertible warrants of `10/- each at a price of `40/- each on preferential basis to Promoter Group entities. The holders of the warrants have the option to convert the warrants into equivalent number of equity shares of the Company at any time within eighteen months from the date of allotment in one or more tranches. One of the allotees had exercised its option to convert 8,00,000 warrants into Equity Shares during the year under review.

Authorised Share Capital of the Company is `45,00,00,000 divided into 4,50,00,000 Equity Shares of `10/- each. The Paid up Share Capital of the Company is `28,80,00,000 divided into 2,88,00,000 Equity Shares of `10/- each

DIVIDEND

The operations of the Company being in growth phase, your Directors consider it prudent to conserve reserves and therefore do not recommend any dividend on Equity Shares for the Financial Year under review.

DIRECTORS

M r. Mitil Chokshi and M r. Atul Bharani Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

MANAGEMENT DISCUSSION ANALYSIS

Economic Overview

The global economy started recovering by the end of 2009, mainly on account of infusion of stimulus funds by the respective countries. The emerging economies like India and China bounced back much faster. China and India led the recovery from the front, on account of huge domestic demand and continued thrust on infrastructure creation, further propelling demand within the core sectors.

As per the advance GDP estimates for 2009-10 released by the Central Statistical Organisation (CSO), the Indian economy is expected to grow at 7.2% in 2009-10, with the industrial and the service sectors growing at 8.2% and 8.7% respectively, mainly driven by: rising per-capita income, urbanisation, favorable demographics, declining household size and increasing job security. Barring any problems caused by the countrys fiscal vulnerability, growth is expected to strengthen in subsequent years, as it will continue to reap the benefits of ongoing economic opening and gradual improvements in infrastructure.

Glass Industry

Global overview

The global market for flat glass (flat sheets, including float, sheet and rolled) in 2008 was ~53 mn tonnes (~6.6 billion m2). At normal price and primary manufacturer levels, it values ~€22 bn.

Over the long term, the market is expected to grow at ~4-5% p.a. (in volume terms). Europe, China and North America together account for over 70% of global demand for glass. Europe is the most mature glass market and has the highest proportion of value-added products.

The float glass industry is largely organised owing to being capital intensive. 4 companies (NSG Group, Saint-Gobain, Asahi and Guardian) together produce over 60% of the worlds high quality float glass. Much of the worlds lower quality float and sheet glass production is being replaced by high quality float. Over the past 20 years, glass demand has grown more quickly than GDP. In 2008, the industry was calculated to be running at around 93% utilisation on average.

In terms of volume of glass consumed, Building Products is by far the largest sector (~45 million tonnes) with ~5 mn tonnes going to Automotive. Special applications are very small in volume terms but significant growth is being driven by the use of glass in solar energy generation. In Building Products, glass can undergo two or more levels of processing before being installed in windows or used as a component in furniture or white goods. Within Automotive, glass is used in original equipment for vehicle manufacturers and in the manufacture of replacement parts for the aftermarket.

Global Building Products Flat Glass Market by sector

Sector Volume

New Build 2,400 million m2 40%

Refurbishment 2,400 million m2 40%

Interior 1,400 million m2 20%

Total 6,200 million m2 100%

Global Automotive Glass Products Market by Sector

Sector Volume

Original

Equipment 320 million m2 83%

(OE)

Aftermarket 70 million m2 17% (AGR)

Total 390 million m2 100%



Industry economics

A float plant is highly capital intensive, typically costing ~€100-200 mn according to size, location and product complexity. Once operational, it is designed to operate continuously, 365 days a year, throughout its campaign life of between 10-15 years. Float lines are normally capable of several campaigns following major rebuild/ upgrade programmes.

The economics of the continuous- flow float operation require a high capacity utilisation rate before a plant becomes profitable. Once a rate ~70% is passed, the inherent operational leverage of the asset base increases profitability rapidly. The float process is not labour-intensive. Energy and raw material costs are each as significant as factory labour in the overall delivered cost. Glass is relatively heavy and comparatively cheap, making distribution costs significant 12-15% of total cost. In most cases, transport costs make it uneconomic for float glass to travel long distances by land.

Indian overview

The total float glass manufactured in India is approximately 1 mn tones per annum and almost 77% is consumed domestically. Float glass has emerged as the preferred flat glass products. It accounts for 90% of total consumption with 12% CAGR in demand. Demand potential looks encouraging as:

- Per capita consumption is only 0.8 kg as against 8 kg in China and 10 kg in USA.

- The usage of glass in housing as well as commercial buildings is on the rise due to rising focus on aesthetics and time saving.

- In 11th Five Year Plan, the Planning Commission estimates the number of urban dwelling units to increase from 58.8 mn in 2006-07 to 66.1 mn in 2011-12, an annual increase of around 1.5 mn units during the period.

Float Glass industry offers scope for new players

The major players of float glass in India currently are Saint Gobain, Modi Guardian and Asahi who have a capacity of 3,150 tpd. Capacity utilisation is rising fast (up 30% in past 12 months) due to strong demand from automobiles and construction sectors. Float glass demand is expected to increase at 12-15% CAGR in the coming 3-5 years.

Demand drivers of the Glass industry

- Expansion of Construction and Automotive industries

- Increased acceptance of Green Building concept

- Government regulation for Toughened and Laminated glasses

- Global concerns about energy conservation and environment

- Decorative glasses with Digital print technology.

- Nanotechnology – The future in world of glass

- Architects and car designers continue to increase the glass content in buildings and vehicles

- Demand for value-added products is growing at a faster rate than demand for basic glass, enriching the product mix and boosting the sales line

- Value-added products are delivering greater functionality to vehicle glazing and adding a further growth dimension to automotive glazing sales

COMPANY OVERVIEW About the Company

Established in 1998 by Mr. Amrrut Gada, a first generation entrepreneur, Sezal Glass is a fast growing integrated glass company in India. Headquartered in Mumbai, the company has manufacturing presence across two locations, Bharuch, Gujarat (Float Glass Plant) and Silvassa (Glass Processing Unit). The company sells its float glass under SEZAL brand.

Corporate highlights 2009-10

- Commenced operations at the float glass plant in Bharuch.

- Opened the second Sezal Encasa showroom at Goregaon, Mumbai

- Total operational revenues at `511.72 mn

- PAT at `21.93 mn

Major developments during the year

The year 2009-10 was a year of resurgence for the global as well as the Indian economy. The results of the stimulus packages to Indian infrastructure became visible in terms of revived demand for real estate and automotive products. The company witnessed good demand for the processed glass. The company witnessed the completion of its float glass project and commenced productions. However, on account of few teething problems, it took some time to achieve production stability. As a result, the proportion of revenues from the float glass division was not substantial enough for the company during the year under review.

FLOAT GLASS DIVISION

Location

The Companys float glass division is located at Bharuch, Gujarat. The unit commenced operations in the year under review. This state-of-the-art unit is build with the best of European Technology, reflected in the quality of the float glass produced. The unit is spread across 150 acres and is fully integrated in terms of power and processes. The unit is not only in a radius of 200 kms from the companys processing division at Silvassa but is also in close proximity to the major consumption markets of Western India

Technological edge

The unit is a marvel of European

Technology. The unit employs world class technology from renowned companies like Fives Stein, Grezenbach, Zippe, Bovone, Algas, Air Liquide, etc. The plants installed capacity is 550 pull tonnes/day

Outlook 2010-11

The company has successfully resolved the operational issues with the plant in the first two months of the plant operations. The year 2010-11 will witness a new chapter for the company, led by the production and scale of this plant. The year would witness the companys evolution from being a glass processor to an integrated glass company, having presence across the value chain – from float glass to processing to retail point presence. This would not only translate to higher revenues going forward, but would also result in stronger margins.

PROCESSING DIVISION

Location

The Companys glass processing unit is located in Silvassa, Dadra & Nagar Haveli. The plant is well-linked and proximate to the major markets of raw material and demand centres. The unit commenced operations in 2000 and till now, remained the highest contributing division to the companys operations. Located at a land area of over 11,000 sqm with built-up area of 6,000 sqm, the plant offers world-class skills backed with state of the art machines, equipment and in-house experienced professionals.

Technological edge

Sezals Silvassa plant is a state of the art plant having the ability to provide solutions across the value chain in glass processing - from pre-processing to processing to décor. The unit houses machines from globally renowned companies, like Tamglass (Finland), Bystronic (Germany), Z. Bavelloni (Italy) and Intermac (Italy). The companys uncompromising attitude towards quality enabled it to invest in higher priced machines made by prominent European manufacturers than the low quality variants.

Major processing strengths

- Customised solutions in cuts & shapes

- Toughening

- Lamination

- Insulation of glasses

- Decorative glass

Décor

The company also initiated the manufacturing of glass items used for décor purposes such as basins, artworks, mirrors, and other decorative glass items. The major strategy is to market these products through its inhouse retailing division Sezal Encassa. Décor glass is the first choice of architects and designers. The range offers exquisite mirrors, basins, panels, partitions and other furniture in exclusive and custom designed versions.

Outlook 2010-11

The year 2010-11 will be a year of higher margins for the company in wake of operations at the captive float glass division.

RETAIL DIVISION

The companys retail showrooms under the brand Sezal Encasa situated at different locations in Mumbai speacializing, only in interior products is one of its kind in India. It houses products of top notch quality for contemporary lifestyle to enhance home and office interiors, be it Stylish Designer Ceramics, Sanitaryware & Bath Fittings from Europe, Classic and Exemplary Arts, Artifacts & Sculptures of modern and Indian Heritage, Decorative Lights, wallpapers, artefacts, or Glass and Glass Products. International brands like Pergo Floors, RAK, superlative bathing products like Kohler Duravit, Roca from European countries, lights from Artimiede, Glass Applications like Dorma, Spyder and others are the prestigious brands available at Sezal Encasa.

Our Esteemed Clients

1) Indiabulls Real Estate Company Pvt. Ltd.

2) Kalpataru Limited

3) Kohinoor Planet Constructions Pvt. Ltd.

4) Sunshine Housing & Infrastructure Pvt. Ltd.

5) Housing Development and Infrastructure Ltd.

6) RAS Resort and Apart Hotels Limited

7) Marketcity And Research Center

8) Lodha Builders

9) SSA Architects

10) Vivek Bhole and Associates

Outlook 2010-11

The Company wants to further extend its retailing division to cater to other cities and towns in the coming years. It is the one-of-its-kind glass retail outlet and the company foresees a lot of potential in the division in the future years.

SWOT ANALYSIS

Strengths

- First generation entrepreneur

- Qualified and expert team of professionals and management

- World-class technology and equipment

- Continuous innovation and quality control

- Strong branding

- Favorable demand & supply situation will keep the margins intact

- The Company ventured into production float glass, which is a high growth segment

Weakness

- New entrant in the manufacturing of float glass.

- Competition from established players with global backing

Opportunities

- Strong entry barrier due to the capital-intensive nature of the industry.

- Float glass production is going to put the company into a diverse trajectory

Threats

- Competition in processing from established international players

- Operational teething problems in the new plant

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal controls to safeguard and protect from loss, unauthorised use or disposition of its assets. All transactions are properly authorised, recorded and reported to the management. The Company is following all the Accounting Standards for properly maintaining the books of accounts and reporting of financial statements. The Company has a full fledged Internal Audit department and has also appointed external Internal Auditors to review various areas of the operations of the Company. The audit reports are reviewed by the management and the Audit Committee of the Board periodically.

RISK MANAGEMENT

Economy risk

Any slowdown in the economy is expected to translate into lower demand for real estate and therefore would impact the consumption of glass

Risk mitigation

- Glass is procured by the real estate players at the very end of the construction phase, just before possession

- Therefore, in times of economic upturn, the builders defer the completion of existing projects to focus on upcoming projects.

- However, during slowdown, the focus of the builders is on completion of the existing projects, thereby resulting in higher demand as against an upturn from the sector.

- As a result, the float glass demand remains by and large stable in India, also on account of the traditionally lower per capita consumption

Competition risk

The company is a new entrant in the segment wherein the major players involved are established domestic as well as foreign players.

Risk mitigation

- SEZAL has generated considerable goodwill in the market, especially in the North and West where it has considerable presence.

- The Companys extensive national network, prompt services, well equipped infrastructure, strong back end process, long term relationship with clients and a strong team of experienced sales personnel give it a considerable edge over its peers.

- Repeat orders from clients is almost 100%

Financial risk

The required bank credit may not be available for the companys working capital intensive business. As a result of tight liquidity and selective lending by the banks, the applicable interest rates may be higher. Further, volatile currency movements, depreciation of rupee in particular, may adversely affect the operations of the company

Risk mitigation

- The company has longstanding relationship with bankers and has established credibility with them.

- Although the company has overseas operations, currently it doesnt have any substantial foreign trade transactions.

Human resource risk

In a knowledge-led business, any attrition at the key managerial level is injurious to the companys profitability

Risk mitigation

- The company has created a successful and scalable business model by putting people first

- The company ensures a progressive career path for each of its employees

- High levels of interdepartmental and intra-departmental transparency allows speedy resolution of the employees concerns

- Continuous efforts for training and development of all personnel across departments

- The attrition rate in the Company is amongst the lowest in the industry

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Company Secretary regarding compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges are enclosed.

HUMAN RESOURCES

The Company recognises that people are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company has established full-fledged Human Resources Department which is entrusted with the responsibility of retaining and developing skills of all its employees. The Company employed 488 people as on 31.03.2010. The Company also recognises the importance of providing training and development opportunities to its people to enhance their skills and experience, which in turn enables the Company to achieve its business objectives. The industrial relations were cordial and your directors recognise the teams valuable contribution and place on record the appreciation for team SEZAL.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the rules made there under, is provided in the annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

PUBLIC DEPOSITS

The Company has in span of a year and half managed to fairly establish its Fixed Deposits Scheme amongst the public at large. The Company introduced the concept of obtaining quarterly confirmations from the Fixed Deposit Holders for receipt of timely interest which is addressed to the Statutory Auditors of the Company. This concept, one of its kind has been appreciated by the Fixed Deposits Holders. The Company has more than 3000 Fixed Deposit holders as on date.

During the year under review the balance outstanding as on 31st March, 2010 is `807.31 Lacs. There are no unclaimed deposits as on date.

AUDITORS REPORT

The last years global meltdown accompanied by credit crunch had a cascading effect on the Indian economy, resulting in our industry also feeling the heat. Moreover the Companys float glass project which was delayed due to various factors resulted in a cost escalation in the capex of the project. Due to all this, the fund cycle of the Company got disrupted and hence there were a few delays in making payments towards statutory dues and repayments of interest due to banks. Subsequently, after the close of the year, the Company has paid a major portion of its outstanding statutory dues. In respect of the interest payments to the banks the Company even though after a bit of delay has paid the outstanding interest to the banks.

The observations made by the auditors in their report is self explanatory and needs no further elaboration under Section 217(3) of the Companies Act, 1956.

Directors Responsibility Statement

Pursuant to the provisions contained in Sub-Section (2AA) of Section 217 of The Companies Act, 1956, your Directors, hereby confirm that:

a) In the preparation of the annual accounts for the year ended on 31st March 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b) They have selected the accounting policies in consultation with the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profits or loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on Conservation of energy, Technology Absorption and foreign Exchange is given in the Annexure to this report.

AUDITORS

Your Companys auditor M/s. S. S. Puranik and Associates, Chartered Accountants, Mumbai retire at the conclusion of the forth coming Annual General Meeting.

Your Company has received a letter from them to the effect that their re- apointment, if made will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Banks, Financial Institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.



For and on behalf of the Board of Directors

Sd/-

Amrrut S. Gada

Chairman and Managing Director

Place: Mumbai

Date: August 12, 2010