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Directors Report of Shree Ganesh Elastoplast Ltd.

Mar 31, 2015

Dear Shareholders,

The directors have pleasure in presenting herewith the 21stAudited Annual Report for the year ended on 31stMarch,

2015 of your Company.

Financial Results:

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED ON 31/03/2015 ON 31/03/2014

Income From Sales(Net) 139,339,729 51,748,126

Other Income 261,985 387,538

Total Income. 139,601,715 52,135,664

Total Expenses 142,915,969 51,788,033

Profit Before Tax (3,300,940) 304,966

Depreciation 62,296 20,703

Tax Expenses - 68,650

Deferred Tax 1,033 (4,231)

Provision for FBT. 0 0

Profit / (Loss) After Tax. (33,01,972) 232,085

Net Profit / (Loss) for the Year (33,01,972) 232,085

Other Adjustment 0 0

Previous Year Balance B/F (28,299,135) (28,531,220)

Balance Carried to Balance Sheet (31,601,107) (28,299,135)

Earnings Per Share (In Rupees) (0.60) 0.04

OPERATIONAL OVERVIEW

The company has engaged in business of commodities. During the year the company has earned total income of Rs. 139,601,715/- (Previous year 52,135,664/-) and total expenses of Rs.142,915,969/- (Previous year of Rs. 51,788,033/-). After deduction of depreciation of Rs. 62,296 /- (Previous Year Rs. 20,703/-), the company has earned a net loss after tax of Rs. 33,01,972/- (Previous year 232,085/-).

DIVIDEND:

In the view of carried forward losses, Board does not recommend any dividend for the year under review.

PERFORMANCE

The company has accumulated losses at the end of the Financial Year and it has incurred cash losses in the current and immediately preceding financial years. The company has registered for the period more than five years and accumulated losses of the company is more than 50% of company's networth.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES

The company does not have holding or subsidiary companies during the year and no other company has become holding / subsidiary/ joint venture.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

FIXED DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT

In conformity with provision of Clause 32 in the Listing Agreement (s), the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd. (NSE).

The Company has paid listing fees for the year 2015-16 to above stock exchanges.

CORPORATE GOVERNANCE

The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

DEMATERIALISATION OF SECURITIES:

Your Company's Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE400N01017. Total Share dematerialized up to 31st March 2015 were 15, 82,500 which constitute 28.76% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company is not entering into related parties transactions for sale/purchase of goods or services at preferential prices. However, all the transactions in the nature of sales/purchase of goods or services are made on arm's length basis. The same were reported to the Board at every meeting and Board took a note of the same and approved. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given in the notes to the accounts vide note no 31 as per requirements of AS 18.The Company has formulated various other policies like Risk Management Policy, Evaluation of Board Performance Policy, and CSR Policy etc. All such policies were documented and adopted by the Board in its meeting held on 14.02.2015.

Full details of Risk Management Policy are given in the Corporate Governance Report under the head Whistle Blower Policy. As the Company has incurred loss during the year, the provisions related to CSR is presently not applicable to the Company.

Regarding Performance Review of each of the member of the Board and also the performance of the various Committees and the Board, the Company has adopted the Model Code of Conduct for Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act, 2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the procedure to obtain necessary timely declarations from each of the directors and key managerial personnel from time to time.

Management's Discussion and Analysis

Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separately in Corporate Governance Report.

DEPOSITS:

The company has not invited or accepted any Deposit, Loans or finance from the public in violation of section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956) or any rules made there under.

DIRECTORS:

Mr. Bharat V Mashruwala shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. He is eligible for reappointment and has offered himself for directorship of the company. Your directors recommend his reappointment.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

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

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which Ihe is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

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

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

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

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

(v) Who possesses such other qualifications as may be prescribed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2014-15, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2015, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

b) 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 the end of the financial year and profit and loss account of the Company for that period;

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

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)

In compliance with Section 178 (1) as also in compliance with Clause 49 of the Listing Agreement, the Board of Directors do hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of clause 49 of the Listing Agreement. However, the Company is still in process for appointing a suitable person as woman director as required under Section 149 of the Companies Act, 2013.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the Clause 49 of the Listing Agreement and provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.

d. The Company pays managerial remuneration to its Managing/Whole Time Directors based upon their qualification, experience and past remuneration received by them from their previous employers and company's financial position.

e. The Independent Directors are paid sitting fee for attending sitting fees for attending Board and other committee meetings as decided by the Board from time to time. This sitting fee is decided considering the financial position of the company.

f. The Company is not paying any commission on net profits to any directors.

g. During the year the Board has met 4 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in the reports of the Corporate Governance.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES AND INDIVISULA DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual directors, committee of directors, independent directors and board as a whole.

2. For these purpose the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors are evaluated by the entire Board, excluding the Director being evaluated on the basis of presence of every directors at a meeting, effective participation in discussion of each of the business of agenda for the meetings, feedback receives from every directors on draft of the minutes and follow up for action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope of work assign to each of the committees the action taken by the committees are reviews and evaluated on the basis of minutes and agenda papers for each of the committee meetings.

5. The performance of independent directors are evaluated on the basis of their participation at the meetings and post meeting follow up and communication from each of such independent directors.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE,2014.

i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Total Remuneration expenses : Rs. 2,116,000

Managerial Remuneration Expenses: Rs. 1,80,000

Other employees Remuneration: Rs. 1,963,000

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year: NONE

iii) The percentage increase in the median remuneration of employees in the financial year: NONE

iv) The number of permanent employees on the rolls of company; Six (6)

v) The explanation on the relationship between average increase in remuneration and company performance;

NONE vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company ;

The KMP i.e. Whole Time Director is being paid Remuneration of Rs.1.80 Lacs per annum. There is no increase of any amount of remuneration during last year's.

vii) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ; NONE

viii) The key parameters for any variable component of remuneration availed by the directors; NONE

ix) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; 4.33

x) Affirmation that the remuneration is as per the remuneration policy of the company. All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of Rs.5, 00,000 per month during the year or Rs. 60 Lacs per annum in the aggregate if employed part of the year.

AUDITORS STATUTORY AUDITORS

M/s. Sunil Dad, Chartered Accountants, an Auditors firm is statutory auditors of the company since 2008-09. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, they are eligible to continue as the statutory auditors of the company for financial years 2015-16. Accordingly, Statutory Auditors of the company have given their letter of consent and confirmation under section 141(1) the Companies Act 2013 for their appointment as Statutory Auditors of the Company for the financial year 2015-16. Hence, the Board has now proposed to appoint the Statutory Auditors for FY 2015-16. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

SECRETARIAL AUDITOR

The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2014-15. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.

OBSERVATIONS OF THE SECRETARIAL AUDITOR

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executives Directors and Independent Directors with the woman director. Except the Company is yet to appoint Company secretary and Internal Auditor

AUDITORS REPORT AND OBSERVATION:

1) Note 2 in the financial statement which indicates that the company has accumulated losses and its net worth has been substantially eroded, the Company has incurred a net loss/ net cash loss during the current year and previous year(s) and , however, the Company current liabilities does not exceeded its current assets as at the balance sheet date. These Conditions, along with other matters, indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis and there is no doubt about the company's ability to continue as going concern.

2) Please refer to point note 9 of Note 19 forming part of financial statements regarding non appointment of qualified secretary as defined under section 203 of the Companies Act, 2013

MANAGEMENT PERCEPTION REFER NOTE 1:-

The Company has diversified its business activities to trading in agricultural commodities. It requires finance only in the working capital form. The said business is running well and company is also maintaining high current assets than current liabilities as per banking norms. Though the company has accumulated losses of previous business activities and its net worth is eroded, the current business activity is running well and is also a profitable. Hence, the financial statements are prepared on going concern basis and management is hopeful that the said status will not be affected.

REFER NOTE 2:-

The Company is in process of appointing the qualified Company secretary considering the current financial conditions of the Company. However the management is Hopeful to complete the process in the current financial year.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign exchange earnings and outgo are not applicable to the company. As Company is not manufacturing any product or providing any services.

MATERIAL CHANGES / INFORMATION:

1. No material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.

2. No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company's shareholders in its entire endeavor.

By Order of the Board of Directors

Date: 25th May 2015 Shree Ganesh Elastoplast Limited

Place: Ahmedabad SD/-

(Bharat V. Mashruwala)

Whole time director

(DIN: 03440503)


Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting herewith the 20th Audited Annual Report for the year ended on 31st March, 2014 of your Company.

Financial Results:

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED ON 31/03/2014 ON 31/03/2013

Income From Sales(Net) 51,748,126 5,386,936

Other Income 387,538 554,713

Total Income. 52,135,664 5,941,648

Total Expenses 51,788,033 8,528,728

Profit Before Tax 304,966 (2,622,381)

Depreciation 20,703 618,195

Tax Expenses 68,650 0

Deferred Tax (4,231) 0

Provision for FBT. 0 0

Profit / (Loss) After Tax. 232,085 (2,622,381)

Net Profit / (Loss) for the Year 232,085 (3,226,360)

Other Adjustment 0 4,246,459

Previous Year Balance B/F (28,531,220) (29,551,318)

Balance Carried to Balance Sheet (28,299,135) (28,531,220)

Earnings Per Share (In Rupees) 0.04 (0.59)

DIVIDEND:

In the view of carried forward losses, your directors do not recommend any dividend for the year under review.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES:

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

OPERATIONS:

The company has engaged in business of commodities. During the year the company has earned total income of Rs. 52,135,664/- (Previous year 5,941,648/-) and total expenses of Rs. 51,788,033/- (Previous year of Rs. 8,528,728/-). After deduction of depreciation of Rs 20,703/- (Previous Year Rs. 618,195/-) and provision for tax of Rs. 68,650/-, the company has earned a net profit after tax of Rs. 232,085 /- (Previous year (2,622,381)/-). After making set off against previous year losses the net profit is Rs. 232,085 /- (Previous Year Accumulated loss of Rs. (3,226,360)/-) has been carried forward to next year.

DEMATERIALISATION OF SECURITIES:

The company''s equity shares are admitted in the system of Dematerialization by both the depositories namely NSDL and CDSL. The company has signed tripartite agreement through Registrar and Share Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to the company is INE400N01017. Total share dematerialized up to 31st March 2014 were 1,568,800 which constitute 28.51% of total capital. Your directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

CORPORATE GOVERNANCE:

Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of the Listing Agreement along with Auditors Certificate are annexed to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

Management''s discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separately in Corporate Governance Report.

DEPOSITS:

The company has not invited or accepted any deposit, loans or finance from the public in violation of section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956) or any rules made there under.

DIRECTORS:

Mr. Nitin H. Mehta and Mr. Harish R. Mehta shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. They are eligible for reappointment and have offered themselves for directorship of the company. Your directors recommend for their reappointment. However, Mr. Nitin H Mehta will no longer serve the company as Managing Director from effective date of this AGM. He will continue in the management team as a director.

Particulars as required under Section 134(3)(m) of Companies Act 2013, (Section 271(1)(e) of Companies Act, 1956:

a) Conservation of Energy: NIL (As the company is in trading and storing of commodity)

b) Technology Absorption: In the view of no manufacturing activity, there is no technology absorption.

c) There are no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES:

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable and hence not given in this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures.

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

v) The Directors had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the independent directors of the company do hereby declare that w.e.f financial year 2014-15:

(1) All the Independent Directors of the company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

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

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed. Hence, Mr. Mihir R Shah and Mrs. Sarmistha R Shah ceased to be independent directors.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

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

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

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

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

(v) Who possesses such other qualifications as may be prescribed.

AUDITORS:

M/s Sunil Dad & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and the company has received their consent under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The companies(Audit and Auditors) Rules, 2014 (Section 224(1B) of the Companies Act, 1956). The shareholders are requested to appoint them as auditors for next financial year i.e. 2014 - 2015.

AUDITORS REPORT AND OBSERVATION:

The various observations made by the auditors in their report dated 19/05/2014 are self explanatory and properly explained in Notes forming part of the accounts attached herewith. However, full explanation on each of the observation of the auditors as under:

The company has no undisputed statutory dues payable which are outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable other than:

This is an accounting entries continued since last more than 9 Years. The Company has not received any demand notices, show cause notices or other communication from relevant authorities. The company''s old VAT, Sales Tax and CST registration numbers has been surrendered /cancelled. This amount will be written off after confirmation from relevant authorities for cancellation of CST and ST registration numbers from concerned departments.

AUDIT COMMITTEE:

The Company has formed the audit committee within the organization in compliance to Section 177 of Companies Act, 2013 (section 292A of Companies Act, 1956) and also in compliance with clause 49 relating to corporate governance as per listing agreement. The Complete details are given in corporate governance attached herewith.

STATUS ON LISTING OF SHARES:

The company has paid the Annual listing fees. The Company has complied with all listing compliances and has submitted them in timely manner. The Company has received approval from Central Depository Services Ltd and National Securities Depository Ltd and has obtained ISIN No. INE400N01017.

ACKNOWLEDGEMENT:

Your directors take on record and acknowledge the devotion made and hard work put by its employees, co operations at all level received from various government authorities, stock exchanges, professionals, Bankers and all other persons, institutions associated with the company.

For and By Order of the Board of Directors of of Shree Ganesh Elastoplast Limited

SD/- (Bharatbhai V. Mashruwala) Whole Time Director (DIN: 03440503)

Date: 19th MAY 2014 Place: Ahmedabad


Mar 31, 2013

Dear Shareholders,

The Directors are presenting herewith 19th Audited Annual Report along with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT:

During the year, the company had done the business of trading in Maize and other agro commodities. The Company had also done the business of the hedging in commodity market. The financial performance during the year is as under:

(Rs. In Lacs)

31.3.2013 31.3.2012

Revenue from operations … 53.87 0

Other Income … 5.55 0

Less: Total Expenses … 85.29 28.79

Profit before exceptional and extraordinary items and tax … -25.87 -28.73

Less: Extraordinary Items … 0.35 0.21

Profit before Tax … -26.22 -30.84

Profit (Loss) for the period from continuing operations … -26.22 -30.84

Profit/(Loss) from discontinuing operations … -6.04 0

Profit/(Loss) for the period … -32.26 -30.84

OPERATIONS:

During the year, as the Company had disposed off its unit, including the land located at Village: Vasna-Chacharvadi, Taluka: Sanand, District: Ahmedabad. The proceeds are now being used in business of trading in Agro Commodities. In order to minimize the price fluctuation risk on the inventory held by the company, the company is engaged in the hedging activity. The excess fund of Rs. 136.00 lacs has been made fixed deposit with the bankers. Further the company has also made a strict credit monitoring policy so that the company may avoid any further trading loss or business financial losses.

SALE/DISPOSAL OF ENTIRE UNIT AT VASANA CHACHARVADI:

Pursuant to power granted to Board of Directors in terms of Postal Ballot resolution passed by share holder, the director after receiving quotation disposed off its unit, including the land located at Village: Vasna-Chacharvadi, Taluka: Sanand, District: Ahmedabad on as is where is basis at a total consolidated amount of Rs. 300 lakh.

DIVIDEND:

In view of carried forward losses, your directors do not recommend any dividend for the year under review.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND OR OTHER DUES:

The company does not have any amount lying with it as Unpaid/Unclaimed dividend which is required to be transferred to the General Revenue Account of Government of India as per provisions 205C of the act. The company does not have any outstanding liabilities on account of interest or principal of matured/accrued and unpaid/unclaimed amount of Deposits, Debentures or other such amount.

CAPITAL STRUCTURE:

There was no change in the Authorized, Issued, Subscribed or Paid up share capital of the company during the year under review.

BUY BACK OF SHARES:

The company has not made any buy back of its equity shares during the year as per provision of section 77, 77A or other provision of the Act. The board further report that no such liabilities on account of buy back of shares if any declared in the past are outstanding.

STATUS ON LISTING OF SHARES:

The Company has paid the Annual listing fees of Bombay stock exchange. The Company has complied with all pending listing compliances and has submitted all pending documents with BSE. The Company has received approval from CDSL and NSDL and has obtained ISIN No. INE400N01017. Your directors recommend and request all shareholders to dematerialize their shareholding because the trading in shares are being done on stock exchange in demat mode only.

CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion and Analysis as required vide clause – 49 of the Listing Agreement along with Management Discussion and Analysis Report, Auditors Certificate are annexed to this report:

DEPOSITS:

The company has not invited or accepted any Deposit, Loans or finance from the public as defined in section 58A of the Companies Act.

DIRECTORS:

Mr. MAYUKH JAYDEVPRASAD PANDYA and Mr. MIHIR RAMESHCHANDRA SHAH retire by rotation and being eligible offer themselves for reappointment. Your directors recommend appointing them by passing requisite resolutions as proposed in the Notice.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(e):

a) Conservation of Energy: - As the Company was engaged in the business of trading operations during the year, this information is not applicable to your company.

b) Technology Absorption: As the Company was engaged in the business of trading operations during the year, this information is not applicable to your company.

c) There are no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES: (Section 217(2A))

There are no employees receiving the annual remuneration of Rs. 24, 00,000/- or monthly remuneration of Rs. 2, 00,000/- or more during the year. Hence, information required to be given in the statement as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has not been furnished.

DIRECTOR''S'' RESPONSIBILITY STATEMENT: (Section 217 (2AA).

Your Directors declares that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures if any;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDIT COMMITTEE: (SECTION 292A READ WITH LISTING AGREEMENT):

The Company has in compliance to section 292A of the Companies Act 1956 as also in compliance to clause 49 of the Listing Agreement formed an AUDIT Committee consisting of independent Directors. This Committee is headed by Independent Director Mr. Harish R Mehta, and other members include two non executive independent directors. The reference and other terms of the committee are in agreement with the requirements of clause 49 on listing agreement relating to code or corporate governance.

AUDITORS:

M/s Sunil Dad & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and the Company has received their consent under provisions of Section – 224(1B) of the Companies Act, 1956. The shareholders are requested to appoint them as auditors for the year 2013-14.

Auditors Report and Observation:

The various observations made by the auditors in their report dated 30/05/2013 are self explanatory and properly explained in Notes forming part of the accounts attached therewith. However, full explanation on each of the observation of the auditors is as under:

1. No provision has been made in books of accounts for retirement benefit of employees, as the company does not have any employees, eligible for retirement benefits.

2. No provision has been made in books of accounts for deferred taxation as the company has during the year disposed off its unit, including the land, there is no fixed asset with the company, and hence no provision for deferred tax is considered necessary.

3. The company has discontinued its manufacturing operation during the year and has disposed off its substantial fixed assets. Company has allocated Rs. 200 lacs towards freehold land and balance Rs. 100 lacs towards other block of assets on the basis of the valuation report.

4. The company has undisputed statutory dues payable which are outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable as under:

Name of the statue Nature of the dues Amount (Rs.) Other particulars

Central Sales Tax Sales Tax 192882 Period: Earlier Years

Due date: Not ascertainable Date of payment: Not paid Central Sales Tax Sales Tax 123594 Period: Earlier Years

Due date: Not ascertainable Date of payment: Not paid MANAGEMENTS'' PERCEPTION: This is an accounting entries continued since last more than 8 Years. The Company has not received any demand notices, show cause notices or other communication from relevant authorities. The company has surrendered/ cancelled its VAT Sales Tax and CST registration numbers. This amount will be written off after confirmation from relevant authorities for cancellation of CST and ST registration numbers from concerned departments.

5. The loans and advances, trade receivables and debtors outstanding etc in books of account amounting to Rs. 1,89,80309 are non recoverable, outstanding for more than 6 years are written off during the year after due efforts made by the management with relevant parties.

6. Investments, written off last year has been reinstated in the books of account and given to the director Mihir R. Shah for Rs. 212323/- against the total dues payable to him.

MANAGEMENTS'' PERCEPTION: These investments were written off as non realizable as these were mainly in the form of investment in unlisted or private companies. Now as Mr. Mihir. R. Shah has shown interest in buying of these investments, the company has written back the same in the books of accounts and transferred to Mr. Mihir R Shah, against the consideration amount of Rs. 2,12,323/-. This amount has been settled against his dues from the company.

Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of the Listing Agreement along with Auditors Certificate are annexed to this report.

MATERIAL DEVELOPMENT:

There is no material development has taken place since the closure of the financial year up to the date of this report which may have substantial bearing on the business and affairs of the company or its finances or performances.

ACKNOWLEDGEMENT:

Your directors take on record and acknowledge the devotion made and hard work put by its employees, co operations at all level received from various government authorities, stock exchanges, professionals, Bankers and all other persons, institutions associated with the company.

Date: 30.05.2013 On behalf of the Board of Directors

Place: Ahmedabad Shree Ganesh Elastoplast Limited

Sd/-

(Nitin H. Mehta)

Chairman & Managing Director.

 
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