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Directors Report of Shree Rama Multi-Tech Ltd.

Mar 31, 2016

To,

The Members,

Shree Rama Multi-Tech Limited

The Directors take pleasure in presenting the 22nd Annual Report on the business and operations of your Company along with the standalone Audited financial statements for the year ended 31st March, 2016.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2016 is summarized below:

(Rs. in Lacs)

Particulars

2015-16

2014-15

Sales and Other Income

10841.40

11005.12

Earning before Interest Depreciation & Tax (EBIDTA)

1665.96

1117.62

Finance Cost

686.74

635.30

Depreciation

1369.18

1589.94

Profit/(Loss) before Tax

(389.96)

(1107.62)

Provision for Tax

0.00

0.00

Deferred Tax (Liabilities)/Assets

178.38

255.38

Profit/(Loss) after Tax

(211.58)

(852.24)

Exceptional Items

0.00

34.37

Profit/(Loss) for the Year

(211.58)

(817.87)

Add: Balance of Profit and Loss Account

(51444.93)

(50366.20)

Carrying amount of Fixed Assets whose useful life of the assets

0.00

(377.51)

Deferred tax on carrying amount of Fixed Assets

0.00

116.65

Balance of loss carried to Balance Sheet

(51656.51)

(51444.93)

Operational Review:

During the financial year 2015-16, the Company has achieved the total Revenue of Rs. 10841 lacs as compared to the previous year''s figure of Rs. 11005 lacs, thereby registered marginal reduction of 1.49 % over the previous year. The EBIDTA of the Company during the year stood at Rs. 1666 Lacs compared to Rs. 1117.62 lacs in previous year. The Company has registered net Loss of Rs. 212 Lacs for the financial year ended on 31st March, 2016 as compared to the previous year''s loss of Rs. 818 Lacs. There is a significant reduction in the loss as compared to previous year.

The business performance of the Company has improved in terms of reduction in the loss despite marginal reduction in the turnover of the Company. This has happened due to, reduction in cost, effective utilization of available resources, marketing and research & development activities for better quality of the products and streamlining of the manufacturing activities of the Company. Your Directors expect further improvement in the performance of the Company during the current year.

BUSINESS PERFORMANCE

Your company has unique proposition of offering different packaging solutions and technologies under one roof. Among diverse portfolio of your company''s products, Tubes, flexible packaging and cups are primary packaging materials, since the packed product is in direct contact with packaging. As a result, Quality, Hygiene and adherence to systems has become integral part of your Company''s culture. Label is secondary packaging material produced by your Company. Another large and growing segment for your Company is flexible packaging materials, which has varied applications for packing powders, granules, liquids, condoms etc.

In line of this intention, during the year 2015-16,the necessary investments have been made in machineries and man power. In addition to domestic market, overseas markets also hold substantial potential for both laminated tubes and flexible laminates. During year under review, the Export turnover of the Company was Rs. 1925.28 Lacs(FOB Value).Your Company intends to strengthen their position in these markets also, for which the necessary marketing efforts have been initiated during the year.

DIVIDEND:

In view of loss for the year under review and accumulated loss of the earlier years, your Directors do not recommend any dividend for the financial year 2015-16 and no amount has been transferred to the General Reserves.

SHARE CAPITAL

The paid up Share Capital of the Company as at March 31, 2016 was Rs. 3842.70 lacs. During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise nor has granted any stock options or sweat equity. None of the Directors of the Company hold any instruments convertible into Equity shares of the Company.

SUBSIDIARY COMPANIES

Shree Rama (Mauritius) Limited was incorporated as wholly owned subsidiary in Mauritius. The current status of the Company is “Defunct”.

DEPOSITS:

During the year under review, your Company has not accepted any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

SHIFTING OF REGISTERED OFFICE

Company has shifted its registered office from 603, Shikhar, Shreemali Society, Nr. Vadilal House, Mithakhali, Navrangpura, Ahmedabad-380009 to 301, Corporate House, Opp. Torrent House, Income Tax, Ashram Road, Ahmedabad -380009 w.e.f. 6th November 2015 due to the administrative convenience.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form MGT-9 for the year ended 31st March, 2016 is annexed herewith as Annexure - A as a part to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the provisions of Section 161, 196 and 197 of the Companies Act 2013, Shri Shailesh K Desai (DIN: 01783891), was appointed as Managing Director in the Board meeting held on 3rd August,2015. The members at the 21st Annual General meeting approved his appointment as Managing Director for period of three years.

Further, upon the recommendation of Nomination and remuneration Committee of the Company, Shri Hemal R Shah (DIN : 07338419) was appointed as an Additional Director (Executive) in the meeting of Board of Director held on 27th November, 2015. In the same Board meeting, he was also appointed as Whole Time Director of the Company for a period of one year w.e.f 27th November,2015 on terms and conditions including remuneration payable to him, which is subject to the approval by shareholders at the ensuing general meeting in accordance with the provisions of Section 196, 197 of the Companies Act 2013 and rules made there under.

Shri Prahlad S Patel (DIN 00037633) Independent Director and Shri R. S. Patel (DIN 00076592) the Chairman of the Board and independent Director of the Company had tendered their resignation due to pre-occupation w.e.f 3rd August, 2015 and 1st December 2015 respectively. The Board has placed on record its sincere thanks and gratitude for their valuable contribution given to the Company during their tenure.

Pursuant to the provisions of Section 149,161 of the Companies Act, 2013 and on the recommendation of Nomination and remuneration committee, Shri Shalin S Patel (DIN : 01779902) was appointed as an Additional Director ( Independent ) at the meeting of Board of Director of the Company held on 9th February, 2016 to hold office up to the ensuing Annual General Meeting.

Your Company has received declarations from all the Independent Directors including new appointee confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBI (Listing Obligation and Disclosure Requirement) Regulation,2015 (erstwhile Listing agreement) and there has been no change in the circumstances which may affect their status as Independent director during the year under review.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri Mittal K Patel (DIN 03619139), Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to section 203 of the Companies Act, 2013, The Key Managerial Personnel of the Company are as under:

1. Shri Shailesh K Desai, Managing Director (w.e.f 3rd August, 2015)

2. Shri Hemal R Shah, Whole Time Director (w.e.f. 27th November, 2015)

3. Shri Krunal G Shah, Chief Financial Officer

4. Shri Hemal Sadiwala, Company Secretary (w.e.f. 5th December 2015)

The details of KMPs are provided in the Corporate Governance Report as required under SEBI (LODR) Regulation, 2015

NUMBER OF MEETINGS OF THE BOARD:

The Board met six times during the Financial Year ended on March 31, 2016, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was not more than one hundred and twenty days.

COMMITTEES OF BOARD

Pursuant to applicable provisions of the Companies Act, 2013 and its rules made there under and in compliance with SEBI (LODR) Regulation,2015, the Company has following Committees of the Board as on 31st March, 2016:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Corporate Social Responsibility Committee

The details with respect to the aforesaid Committees along with their composition, number of meetings, and attendance of the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per the corporate governance requirements as prescribed under SEBI (LODR) Regulations 2015, the Board of Directors has carried out the performance evaluation of its own performance, independent Directors as well as evaluation of working of its Board committees. Further, Independent Directors of the Company have also carried out the performance evaluation of non-independent Directors and the Board as whole and also reviewed the performance of the Chairman of the Company. The Nomination and Remuneration Committee of the Company has also carried out performance evaluation of every Director''s performance. The Board expressed its satisfaction on the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, States that:

a) in the preparation of the annual accounts, for the year ended on 31st March, 2016, the applicable accounting standards have been followed, along with proper explanation relating to material departure if any;

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 for the year ended on 31st March, 2016 and of loss 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 the 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”;

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

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

RELATED PARTY TRANSACTIONS

During the year under review, the Company has entered into contracts / Arrangements / Transactions with Related Parties. All Related Party Transactions were placed before the Audit Committee for review and approval. Prior omnibus approval has been obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length. Approval of Board has been obtained for Related Party Transactions wherever required. Since the Related Party

Transactions entered into by the Company during the year under review, were on arms'' length basis and there were no material contracts or arrangement or transactions entered into, in terms of section 188 of the Companies Act, 2013 and in terms of SEBI (LODR) Regulations 2015(erstwhile Listing agreement), accordingly applicable disclosure of related party transactions as per section 134(3) of the Companies Act 2013 in form AOC-2 is not provided. However, the disclosures in compliance with Para A of Schedule V of Regulation 53 (f) of SEBI (L0DR)Regulation,2015 is provided in the notes to the Accounts. The related party transactions as are required under Accounting Standard-18 are set out in the notes to the financial statements.

The Company has formulated Related Party Transaction Policy for dealing with Related Party transactions as per provisions of the Companies Act, 2013, details of the said Policy is disclosed on the Company''s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year under review the Company has not given any Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013, hence the details are not provided.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEM

The Company has implemented a sound financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business including adherence of company''s policies

- Safeguarding of its assets,

- The prevention and detection of frauds and errors,

- The accuracy and completeness of the accounting records and

- The timely preparation of reliable financial information.

The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entry level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, the internal financial controls. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

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

Statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - B as a part to this Report.

PARTICULARS OF EMPLOYEES:

The Company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.

Details of containing Managerial remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - C as a part to this Report. There was no employee drawing an annual salary of Rs. 60 Lacs or more where employed for full year or monthly salary of Rs. 5 Lac or more where employed for part of the year and therefore, no information pursuant to the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Rules made there under, the Board of Directors have framed Nomination and Remuneration Policy as per the recommended by the Nomination and Remuneration Committee.

The salient features of the said policy are as under.

Criteria for the Appointment and Removal of Directors and Key Managerial Personnel.

- The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company''s Policy.

- He/she has not attained the age of seventy years.

- Appointment or reappointment of any person as its Executive Chairman, Managing Director or Executive Director shall not be exceeding period of five years at a time.

- An Independent Director shall hold office for a term up to three/five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company.

- No Independent Director shall hold office for more than two consecutive terms of up to maximum of 3/5 years each, but such Independent Director shall be eligible for appointment after expiry of 3/5 years of ceasing to become an Independent Director.

Remuneration to Directors/Key Managerial Personnel /Senior Management Personnel

- Remuneration to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company. The Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director Whole-Time Directors.

- The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay which include monthly remuneration, employer''s contribution to Provident Fund, etc. as decided from to time, as per Company''s Policy and in accordance with the provisions of the Companies Act, 2013.

- Committee may decide for Incentive pay based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

- The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013.

- Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration if such Services are rendered by him in his capacity as the professional and in the opinion of the Committee, he possesses the requisite qualification for the practice of that profession.

AUDITORS & AUDITORS’ REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules framed there under, M/s. Mahendra N. Shah & Co. (FRN : 105775W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twentieth AGM of the Company held on September 27, 2014 till the conclusion of the twenty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

M/s. Mahendra N. Shah & Co. (FRN : 105775W), Chartered Accountants the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your directors recommend to ratify their appointment for the year 2016-17. The Company has received a letter from M/s Mahendra N. Shah & Co. Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

During the year under review, there are no instances of frauds that are reportable by the auditors under section 143 (12) the Companies Act, 2013 and its rules made there under.

Boards’ Comments on Auditors Emphasis

1. Regarding Unpaid dividend on Preference Share & Non Provision of interest on loans of lenders:

The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/ s 391 of the Companies Act, 1956 at larger bench of Gujarat High Court and on the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, The guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications / affidavits / documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and recanted in the manner as proposed in the Scheme.

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The Board is of the view as well as legally advised that the said matter will be also sorted out on final outcome of the scheme. Further as regard to non-provision of interest on outstanding loans and debentures which are under settlement scheme, the Company has initiated settlement of said loans as per scheme and on final ascertainment of the same, the necessary accounting effect will be given.

2. As regard to Non Consolidation of Accounts of Wholly Owned Subsidiary (WOS):

In respect of the investment made in Shree Rama (Mauritius) Limited, its wholly owned subsidiary (WOS), the resident Directors & key managerial personnel of the said WOS had resigned in the year 2005-06 and audited accounts for the year ended 30th September 2003 and onwards could not be prepared and provided. Its present status is shown as ''defunct'' under respective laws. The company has accordingly provided for full diminution in the value of investments in the earlier years.

In view of the above, it was not possible to prepare consolidated financial statements as required by Accounting Standard 21 issued by ICAI, and other provisions of the Companies Act, 2013. Accordingly separate statement containing the salient features of financial statements of subsidiaries in Form AOC-1 is not provided herewith.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Samdani Shah & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure - D as a part to this Report.

There are some observations made by the Secretarial Auditor in their report for which the Board of Directors hereby give its comments/ explanation as under:

i) The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 at larger bench of Gujarat High Court and on the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company. The guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/ affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme.

ii) In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The Board is of the view as well as legally advised that the said matter will be also sorted out on final outcome of the scheme.

iii) As regard to submission of June 2015 quarter results beyond the prescribed time, was due to some technical problem in the system in submission of the results, however it was submitted thereafter.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted the Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy as required under the provisions of the companies Act, 2013. The Annual Report on CSR activities is annexed herewith as Annexure - E as a part to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under regulation 34(3) read with Schedule V Para B of SEBI (LODR) Regulations 2015, the Report on Management''s Discussion and Analysis is annexed herewith as Annexure - F as a part to this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 forms an integral part of this Report. The requisite certificate from the Statutory Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

INSURANCE

The properties of the Company are adequately insured to take care of any unforeseen circumstances.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except shifting of Company''s Ambaliyara plant located at Dist. Mehsana, Gujarat to Moti-Bhoyan, Ta-Kalol, Dist. Gandhinagar, Gujarat as approved by the Board of Director in its meeting held on 10th May 2016. The proposed shifting of plant has been initiated for the purpose of administrative conveyance, cost effectiveness and optimum utilization of the resources of the Company.

RISK MANAGEMENT

A risk management mechanism/ plan covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The board of directors reviews the effectiveness of the Risk Management system and its compliances.

Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Report.

VIGIL MECHANISM

Your Company has framed a Vigil Mechanism to report genuine concerns or grievances of all Directors and employees. It provides for adequate safeguards against victimization of persons who use such mechanism. The Vigil Mechanism Policy has been posted on the website of the Company.

CODE OF CONDUCT

The Board of Directors has adopted the code of Conduct for the Director and Senior management and the same has been placed on the Company''s website. All the Board members and the senior management have affirmed compliance with the Code of conduct for the year under review.

OTHER DISCLOSURES:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

As per the requirement under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your company has also formulated a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued co-operation extended to the Company by the Banks. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. The Directors also thank the Company''s vendors, investors, business associates, Government of India, State Government and various departments and agencies for their support and co-operation.

For and on behalf of the Board

Place : Moti Bhoyan Shailesh Desai

Date : 10th May, 2016 Chairman


Mar 31, 2015

To

The Members,

The Directors are pleased to present the 21st Annual Report and the Company's Audited Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Company's financial performance, for the year ended March 31, 2015 summarised below:

(Rs. In Lacs)

Particulers 2014-15 2013-14

Sales and Other Income 11005.12 11063.06

Profit before finance cost, depreciation & tax 1117.62 1835.78

Finance Cost 635.30 633.22

Depreciation 1589.94 2121.94

(Loss) before Tax (1107.62) (919.38)

Provision for Tax 0.00 0.00

Deferred Tax [Liabilities/Assets] 255.38 (678.21)

(Loss) after Tax (852.24) (1597.59)

Exceptional Items 34.37 4929.19

Profit /(Loss) for the Year (817.87) 3331.60

Add: Balance of Profit and Loss Account (50366.20) (53697.80)

Balance of loss carried to Carrying amount of Fixed Assets whose useful life of the assets is nil as on 1/4/2014 (377.51) 0.00

Deferred tax on carrying amount of Fixed Assets 116.65 0.00

Balance Sheet (51444.93) (50366.20)

2. OPERATION REVIEW:

The Company's turnover for the year stood at Rs. 10783.36 lacs which have been increased by 2.41% as compared to the previous year. The Profit before Tax (PBT) of the Company has fall down by 39.12% and it stood at Rs. 1117.62 lacs as compared to the previous year of Rs. 1835.78 lacs. 2014-15 was a year of great challenges for the packaging industry due to the escalating raw material cost and the Company's product prices are affected on account of reduced bargaining power with its clients due to intense competition from other players in the market.

3. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

4. SHARE CAPITAL

The paid up Equity Share Capital of the Company as at March 31, 2015 stood at Rs. 3842.70 lacs . During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

5. DIVIDEND:

In a view of carry forward losses your Directors have not recommended any dividend for the current year and no amount is being transferred to the Reserves for the year ended on 31st March, 2015.

6. FIXED DEPOSITS:

During the year under review, your company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 made there under.

7. HUMAN RESOURCE:

The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the provisions set out in the Clause 49 of the Listing Agreement, Management's Discussion and Analysis forms part of this Annual Report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Our Company has not advanced any Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

11. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure C to the Board's Report.

There is no employee employed throughout the Financial Year and in receipt of remuneration of Rs. 60 lacs or more, or employed for the part of the year and in receipt of Rs. 5 lacs or more a month. Hence, no disclosure is required pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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 as at March 31, 2015 and of the loss of the Company for the year ended on that date;

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

d) the Director's have prepared the annual accounts on a "Going concern basis";

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

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

13. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Statutory Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Vikram Bhatt and Mr. Prahlad S. Patel, independent directors, had tendered their resignation due to pre-occupation w.e.f 1st November, 2014 & 03rd August,2015 respectively. The Board hereby places on record its sincere thanks and gratitude for the valuable contribution made by Mr. Vikram Bhatt & Mr. Prahlad S. Patel towards the company during their tenure as an Independent director.

Pursuant to the provisions of Section 161 of the Act, Mr. Mittal Karsanbhai Patel & Mrs. Vandana Chandreshbhai Patel (woman director) was appointed as an additional director at the board meeting of the Company held on 10th February, 2015 & 26th May, 2015 respectively.

Pursuant to the provisions of Section 161 of the Act, Mr. Shailesh K Desai was appointed as an Additional Director in the Board meeting held on 03rd August,2015 and in the same meeting pursuant to Section 196 of the Act, he was appointed as Managing Director for a period of 3 years w.e.f 03rd August,2015 subject to the shareholders approval in the general meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the Mr. Krunal G. Shah, was re-designated as Chief Financial Controller of the Company and was categorises as Whole time Key Managerial Person for a period of 3 years w.e.f 01/01/2014 in the meeting of Board of Directors of the Company held on 27th May, 2014.

Mr. Ankit Shah manager of the company has resigned on 17th June, 2015. The Board hereby places on record its sincere thanks and gratitude for the valuable contribution made by Mr. Ankit Shah towards the company during their tenure as a manager.

15. NUMBER OF MEETINGS OF THE BOARD:

The Board met five times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

17. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on the date, the Board consists of 5 Directors, of whom none are Executive or Whole-time Directors, 2 are Non-Executive Directors, of which 1 is Independent Director , 1 is Non-Executive Non- Independent Director and 1 is Managing Director . The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors, and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by Board, is disclosed on the website of the Company.

18. EVALUATION OF PERFORMANCE OF BOARD:

The Board of directors has carried out an formal annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

19. COMMITTEES OF THE BOARD:

The details pertaining to composition of various committees as per the provisions of Clause 49 of Listing Agreement and Companies Act, 2013 are included in the Corporate Governance Report, which forms part of this report.

20. FAMILIARISATION PROGRAMME

The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarisation programmes have been disclosed on the Company's website: a

21. INTERNAL FINANCIAL CONTROLS:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

22. RISK MANAGEMENT:

Apart from normal business risk, no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year, the Board has decided that Audit Committee shall identify risk, assess, monitor, review and report the risk engaged in the business and shall also carry out the role of Risk Management.

23. AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Mahendra N. Shah & Co. (FRN: 105775W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twentieth AGM of the Company held on September 27, 2014 till the conclusion of the twenty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Auditors remark regarding Unpaid dividend on Preference Share & Non Provision of interest on loans of lenders :- The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/ s 391 of the Companies Act, 1956 at larger bench of Gujarat High Court and on the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/ affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme.

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The management is of the view as well as legally advised that the said default will be also sorted out on final outcome of the scheme.

24. SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Samdani Shah & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure B and forms an integral part of this report.

There are some observations made by the Secretarial Auditor in their report for which the Board of Directors hereby give its comments/ explanation as under:

i) "The Board of Directors has already noted the said delay and had duly disclosed to the Stock Exchange as well as the penalty for the non- compliance is duly paid to both the stock exchanges where the company is listed.The Company has appointed woman director in the Board meeting held on 26th May,2015 and complied with the provisons of the Act & listing agreement."

ii) "The Board of Director has given sufficient reasons for the delay in submission of Annual report for the year ended on 31.03.2014 and has also paid the penalty to BSE for the same."

iii) "The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 at larger bench of Gujarat High Court and on the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/ affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme.

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The management is of the view as well as legally advised that the said default will be also sorted out on final outcome of the scheme."

25. REVISION OF ACCOUNTS

The accounts of the Company were approved and adopted by the Board of Directors in meeting held on 26/05/2015. The Company has composite plant for manufacture of Laminated Tubes and various other products with more than 700 machines. The determination of useful life of the said assets was done by management and accordingly the accounts were approved by the Board in its meeting 26/05/2015.Later on, it was decided that the expert of machineries be appointed as valuer to determine the useful life of all machinaries. Accordingly Shri Mukesh M. Shah-Gov't approved valuer was appointed to carry on the assignment and based on his report, the accounts were revised. The management therefore decided to revisit the accounts based on valuer report which resulted into change in useful life of certain assets and the accounts are therefore restated after considering change in the amount of depreciation and value of fixed assets on the basis of useful life of the assets.

26. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure A in the prescribed Form MGT-9, which forms part of this report.

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

A) CONSERVATION OF ENGERGY:

i. Steps taken or impact on conservation of energy:

The Company has taken several steps for energy conservation to optimize power consumption in all its plant and offices. The Natural Light Dome installed on the roof top of the plant building saves power during the daytime. The Company has installed electronic cut in /cut off system on cooling towers as a means of saving energy. The load distribution across the plants is estimated and modification for uniform load distribution based on actual/correct load on DG sets ensures conservation of energy. The Company has installed UPS System in Film Plant to conserve use of Diesel for Power Generation.

The company has increased power from GEB for ER-WE-PA plant and stopped self generation which was expensive. This will result in energy saving of Rs. 3.5 lacs/ month.

Air audit has been carried out and all leakage is arrested. Compressed air used for cleaning is stopped. This will save the wasteful energy. The Airlines sizes have been optimized for energy saving.

ii. Steps taken by the Company for utilizing alternative sources of energy:

Not Applicable

iii. Capital Investment on energy conservation equipments:

Not Applicable

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards Technology Absorption:

The application of latest world class technology in the manufacturing processes has resulted into products of desired qualities and has significantly contributed in development of various cost efficient and eco-friendly packaging materials.

Company has invested in state of art automatic thickness, measuring control system which enable saving of scarce raw material and enhance productivity and quality of laminate and make the process more competitive. The Company has re commissioned Auto Gauge Control on Extrusion Coating Machine to reduce material consumption.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution :

The development of new Laminates has resulted in very good business volumes. Consequent to the efforts of the Company as stated above, there has been a marked improvement in the productivity. Such efforts have also resulted in reduction of cost & wastages. The market base has increased and the product range has also widened. The Company will also be able to offer the products with latest technology to the consumers.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

The Company is constantly ensuring up gradation of technology and innovation in its products and production process. The Company has set up state of art facilities with technology imports from world leaders. The technology absorption is complete and the Company has now developed indigenous capabilities in areas of engineering and web development. The Company has acquired technology to make PBL Tubes, Tubes with Top Seal, etc which could have very good future.

iv. the expenditure incurred on Research and Development :

Not Applicable

28. DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

As per the requirement under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

29. ACKNOWLEDGEMENT:

The Directors wish to convey their gratitude and appreciation to all of the Company's employees for their tremendous personal efforts as well as their collective dedication and contribution to the Company's performance.

The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.

Date: 03/08/2015

Place: Ahmedabad By Order of the Board of Directors

Regd. Office: R. S. Patel

603, "Shikhar", Chairman

Shreemali Society,

Nr. Vadilal House, Mithakali,

Navrangpura, Ahmedabad-380009

CIN: L25200GJ1993PLC020880


Mar 31, 2014

The Members,

The Directors are pleased to present the 20th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2014 summarised below:

(Rs. In Lacs) Particulars 2013-14 2012-13

Sales and Other Income 11060.86 8813.57

Profit before finance cost, 1847.84 1232.04 depreciation & tax

Finance Cost 633.22 502.97

Depreciation 2121.94 2195.16

(Loss) before Tax (907.32) (1466.09)

Provision for Tax 0.00 0.00

Deferred Tax [Liabilities/Assets] (678.21) 801.61

(Loss) after Tax (1585.53) (664.48)

Exceptional Items 4917.13 (1328.58)

Profit /(Loss) for the Year 3331.60 (1993.06)

Add: Balance of Profit and

Loss Account (53697.80) (51704.74)

Balance of loss carried to (50366.20) (53697.80) Balance Sheet

2. OPERATION REVIEW:

The Company''s turnover for the year stood at Rs. 10529.85 lacs which have been increased by 23.35% as compared to the previous year. The Profit before Tax (PBT) of the Company has gone up by 50% and it stood at Rs. 1847.84 lacs as compared to the previous year of Rs. 1232.04.

2013-14 was a year of great challenges for the packaging industry due to the escalating raw material costs though company has improved its productivity and cost efficiency and achieved better operational efficiency which resulted in improved bottom line.

3. DIVIDEND:

In a view of carry forward losses your Directors have not recommended any dividend for the current year and no amount is transferred to the Reserves for the year ended on 31st March, 2014.

4. FIXED DEPOSITS:

During the year under review, your company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

5. OPEN OFFER:

Hon''ble Supreme Court has vide their order dated 09th May, 2013 instructed Nirma Industries Private Limited and Nirma Chemical Works Private Limited to complete the Open offer. Thus Acquirers i.e. NIPL & NCWPL have acquired another 1,26,93,601 shares representing 20% of the total equity of the Company at a offer price of Rs. 18.60 per share plus applicable interest to those shareholders who were holding the shares since July 27, 2005.

6. PROMOTERS:

Pursuant to open offer, Nirma Chemical Works Private Limited and Nirma Industries Private Limited have become promoters of your company by holding 42.51% of total share capital of the Company.

7. DEBT RESTRUCTURING:

The Scheme to restructure the debt of the Company is pending with Gujarat High Court for further hearing.

8. REFERENCE TO THE BOARD OF INDUSTRIAL & FINANCIAL RECONSTRUCTION:

Your Company was declared as Sick Company U/s 3(1)(o) of SICA as per the Summary Record of proceedings of the hearing held on 01-10-2013. Due to the reversal of the excise duty provisions the liabilities is no longer exists and therefore the company has been legally advised to reverse the said liabilities and than company has filed petition for de-registration before Hon''ble BIFR as statement of working of positive net worth as on 31/01/2014 as certified by auditors. The submission has been made to the Hon''ble Board, The order is awaited.

9. FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and form part of this report.

10. STATEMENT PURSUANT TO LISTING AGREEMENT:

The company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). Annual listing fee for the year 2014-15 has already been paid to BSE and NSE.

11. DIRECTORS:

As per the requirement of Section 149(4) of the Companies Act, 2013 (Act), every listed Company is required to have at least one-third of the total number of directors as Independent Directors. Section 149(5) also provides that every company existing on or before the date of commencement of this ACT shall, within one year from such commencement or from the date of notification of the rules in this regard as may be applicable; comply with the requirements of the provisions of Subsection (4) of Section 149,

Accordingly, the board recommends the appointment of Mr. R.S. Patel, Mr. Prahlad S. Patel, Mr. Pathik C. Shah and Mr. Vikram V. Bhatt (not liable to retire by rotation) of the Company for a period of five years w.e.f. April 01, 2014 uptill March 31, 2019.

The Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) in preparation of the annual accounts for the year ended 31 st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment 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 March 31, 2014 and of the profit of the Company for the year ended on that day;

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

(iv) the Directors have prepared the annual accounts of the company on a ''going concern'' basis.

13. KEY MANAGERIAL PERSONNEL:

As per the requirement of the provision of Section 203 of the Companies Act, 2013, the company has catergroise following personnel as the Wholetime Key Managerial Person w.e.f. 01.04.2014;

1. Mr. R. M. Singhvi Chief Executive Officer

2. Mr. Ankit P. shah Manager

3. Miss Minakshi Tak Company Secretary

4. Mr. Krunal G.Shah Chief Financial Officer

14. PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2013-2014.

15. AUDITORS AND AUDITORS'' REPORT:

The Board, on the recommendation of the Audit Committee has proposed that M/s. Mahendra N. Shah & Co., Ahmedabad be re-appointed as the statutory auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the 3rd consecutive annual general meeting of the Company. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on reappointment. The necessary resolution seeking your approval for reappointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

Auditors remark regarding Unpaid dividend on Preference Share & Non Provision of interest on loans of lenders:-The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/ s 391 of the Companies Act, 1956 in Gujarat High Court and upon the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The management is of the view as well as legally advised that the said default will be also sorted out on final outcome of the scheme.

16. COST AUDITORS

The company has appointed M/s. Kewlani & Associates as Cost Auditor for conducting the audit of Cost records of the company for the financial year 2014-15.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The Company constantly endeavors reduction in energy consumption in its manufacturing process. The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to the Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings/Outgo is annexed hereto as Annexture "A" and Form part of this Report.

18. CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Report on Corporate Governance and Statutory Auditors'' Certificate are included in the Annual Report.

19. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial Institutions, Banks, 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 commitment services by the Company''s executives, staff and workers.

On behalf of the Board of Directors (Ramubhai S. Patel) Chairman

Date: 07/08/2014 Place: Ahmedabad


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting 19th Annual Report for the year ended on 31st March 2013.

1. Financial Results: (Rs. In Lacs)

Particulers 2012-13 2011-12

Sales and Other Income 8813.57 7546.54

Profit before finance cost, depreciation & tax 1232.04 1181.94

Finance Cost 502.97 187.20

Depreciation 2195.16 2406.02

(Loss) before Tax (1466.09) (1411.28)

Provision for Tax 0.00 0.00

Deferred Tax [Liabilities/Assets] 801.61 653.63

(Loss) after Tax (664.48) (757.65)

Exceptional Items (1328.58) 796.87

Profit /(Loss) for the Year (1993.06) 39.22

Add: Balance of Profit and Loss Account 51704.74 51743.96

Balance of loss carried to Balance Sheet 53697.80 51704.74

2. Reserves and Dividend:

Your Directors request you to note that no amount is being transferred to the Reserves and no dividend on Equity shares for the year ended on 31st March, 2013, is being recommended, taking into account the operational losses incurred by the Company.

3. Operations:

During the year, the Company''s operations are into Packaging Products only. Diamond Division is closed since last year.

In Packaging Products Division the turn over for the year is Rs.8536.64 lacs as compared to Rs.7221.83 lacs i.e. there is increase of 18.21% in turnover.

4. Directors:

During the year under review JMC-ARC Pvt. Ltd. withdrew the nomination of its director Mr. Ashutosh Rohatagi.

In accordance with the requirement of Companies Act, 1956 and Articles of Association of the Company Mr. Prahlad S. Patel, Director of Company is liable to retires by rotation at the ensuing Annual General Meeting of the Company. Accordingly, Mr. Prahlad S. Patel who is being eligible offers himself for re-appointment to be re- appointed as Director of the Company.

5. Directors'' Responsibility Statement:

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

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

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

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

6. Debt Restructuring:

The Scheme to restructure the debt of Company is pending in Gujarat High Court for further hearing.

7. Reference to the Board of Industrial & Financial Reconstruction:

The Company''s second reference for registration to Board for Industrial and Financial Reconstruction (BIFR) made on dated 5/08/2006 was registered by BIFR vide reference No.69 dated 21/08/2006. The said registration was cancelled by BIFR vide order dated 28/12/2006. The Company filed appeal against the said order in Appellate Authority for Industrial and Financial Reconstruction (AAIFR) which is decided in favour of the company vide order dated 4/12/2007. The matter therefore was remanded back to BIFR.

8. Explanation to Auditors Remarks contained in Auditor''s Report:

Auditors remark regarding Unpaid Dividend on Preference Share & Non Provision of interest on loans of lenders:-The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 in Gujarat High Court and upon the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/ affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The management is of the view as well as legally advised that the said default will be also sorted out on final outcome of the scheme.

9. Assignment / settlement of debts.

Company has directly settled the debt in part of JMF-ARC Pvt. Ltd. alongwith Nirma Chemical Works Pvt. Ltd. as per OTS Scheme on the same terms as stipulated in pending scheme in the Hon. High Court of Gujarat.

10. Fixed Deposit:

The Company has not invited fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

11. Personnel:

Your Directors wish to place on record their appreciation for the co-operation and support received from lenders, customers, suppliers, members and employees towards the growth and prosperity of your Company and look forward to their continued support.

12. Particulars of Employees:

There are no employees drawing the remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2012-2013.

13. Auditors:

M/s. Mahendra N. Shah & Co., the Chartered Accountants, Ahmedabad,(FRN 105775W) had been appointed as the Statutory Auditors during the year under review to hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment as the Statutory Auditors of the Company for the financial year 2013-2014.

14. Insurance:

The fixed assets of the Company located in plants at Moti-Bhoyan and Ambaliyara have been duly insured.

15. Accounting Standards and Consolidated Financial Statements:

Your Company has prepared the accounts in consonance with the accounting standards prescribed by ICAI.

16. Conservation of Energy, Technology Absorption & Foreign Exchange:

The Company constantly endeavors reduction in energy consumption in its manufacturing process. The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo is not annexed hereto the report 7A of Companies (Central Government''s) Rules Forms, 1956.

17. Corporate Governance:

The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report as certified by CEO on Corporate Governance are attached hereto as a part of this Annual Report as Annexure -''A''.

18. Acknowledgements:

The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the year under review.

On behalf of the Board of Directors

Place : Ahmedabad (Ramubhai S. Patel)

Date : 28/05/2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting 18th Annual Report for the year ended on 31st March 2012.

1. Financial Results: (Rs. In Lacs)

Particulars 2011-12 2010-11

Sales and Other Income 7551.17 10331.14

Profit before finance cost, depreciation & tax 239.67 2104.03

Finance Cost 187.20 146.90

Depreciation 2406.02 2324.94

(Loss) before Tax (2353.55) (367.81)

Provision for Tax 0.00 0.00

Deferred Tax

Liabilities [Assets] 653.63 1205.92

Profit/(Loss) after Tax (1699.92) 838.11

Prior Period Adjustments and Extraordinary Items 1739.14 1042.60

Profit for the Year 39.22 1880.71

Add: Balance of Profit and Loss Account (51743.96) (53624.67)

Balance of loss carried to Balance Sheet (51704.74) (51743.96)

2. Reserves and Dividend: Your Directors request you to note that no amount is being transferred to the Reserves and no dividend on Equity shares for the year ended on 31st March, 2012, is being recommended, taking into account the operational losses incurred by the Company.

3 Operations: The Company's operations are broadly divided into two Divisions i.e. Packaging Products Division and Diamond Division.

In Packaging Products Division the turn over for the year is Rs.7221.83 lacs as compared to Rs. 8191.71 lacs i.e. there is decrease of 11.84% and the turnover of diamond division was Rs. Nil. Hence, the total turnover reached Rs 8191.71 lacs during the year under review.

4 Directors: During the year under review there was no change in directorship.

In accordance with the requirement of Companies Act, 1956 and Articles of Association of the Company Mr. Vikram V. Bhatt and Mr. Pathik C. Shah Directors of Company are liable to retire by rotation at the ensuing Annual General Meeting. Accordingly Mr. Vikram V. Btiatt and Mr. Pathik C. Shah who are being eligible offers themselves for re-appointment to be re-appointed as Directors of the Company.

5 Directors' Responsibility Statement:

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

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and fade judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

6. Debt Restructuring: The Scheme to restructure the debt of Company is pending in Gujarat High Court for further hearing.

7. Reference to the Board of Industrial & Financial Reconstruction: The Company's second reference for registration to Board for Industrial and Financial Reconstruction (BIFR) made on dated 5/08/2006 was registered by BIFR vide reference No.69 dated 21/08/2006. The said registration was cancelled by BIFR vide order dated 28/12/2006. The Company filed appeal against the said order in Appellate Authority for Industrial and Financial Reconstruction (AAIFR) which is decided in favour of the company vide order dated 4/12/ 2007. The matter therefore was remanded back to BIFR.

8. Explanation to Auditors Remarks contained in Auditor's Report: At point no. f of the Auditors Report regarding Unpaid dividend on Preference Share & Non Provision of interest on loans of Banks & Financial institutions:-The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 in Gujarat High Court and upon the Scheme becoming effective, all existing litigations and legal cases shall be terminated , and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re- casted in the manner as proposed in the Scheme

In the said Scheme, the issue of waiver of unpaid dividend on preference shares is also' covered. The management is of the view as well as legally advised that the said default will be also sorted out on final outcome of the scheme.

9. Assignment / settlement of debts :

Company has directly settled the debt of SASF, IIBI Debentures and Kautilya fin Securities Ltd. as per OTS Scheme.

10. Fixed Deposit: The Company has not invited fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

11. Personnel: Your Directors wish to place on record their appreciation for the co-operation and support received from banks and financial institutions, customers, suppliers, members and employees towards the growth and prosperity of your Company and look forward to their continued support.

12. Particulars of Employees: There is no employee, whose remuneration is in excess of monetary ceiling prescribed under Section 217 (2A) of the Comapnies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-2012.

13. Auditors: M/s. Mahendra N. Shah & Co., the Chartered Accountants, Ahmedabad, (FRN 105775W) had been appointed as the Statutory Auditors during the year under review to hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment as the Statutory Auditors of the Company for the financial year 2012-2013.

14. Insurance: The fixed assets of the Company located in plants at Moti-Bhoyan and Ambaliyara have been duly insured.

15. Accounting Standards and Consolidated Financial Statements:

Your Company has prepared the accounts in consonance with the accounting standards prescribed by ICAI.

16. Conservation of Energy, Technology Absorption & Foreign Exchange:

The Company constantly endeavors reduction in energy consumption in its manufacturing process. The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo is not annexed hereto the report 7A of Companies (Central Government's) Rules Forms, 1956.

17. Corporate Governance: The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance are attached hereto as a part of this Annual Report as Annexure - 'A'.

18. Acknowledgements: The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the year under review.



Date: 28/5/2012

Place: Ahmedabad On behalf of the Board of Directors

(Ramubhai S. Patel)

Chairman


Mar 31, 2011

To

The Members,

The Directors have pleasure in presenting 17,th Annual Report for the year ended on 31 st March 2011.

1. Financial Results: (Rs. In Lacs)

Particulars 2010-2011 2009-2010

Sales and Other Income 10195.07 43597.06

Profit before interest, depreciation & tax 1967.96 398.93

Interest 10.83 19.68

Depreciation 2324.94 1769.35

Profit/(Loss) before Tax (367.81) (1390.10)

Provision for Tax 0.00 0.00

Deferred Tax [Liabilities/Assets] 1205.92 436.65

Profit/(Loss) after Tax 838.12 (953.45)

Prior Period Adjustments

and Extraordinary Items 1042.60 7168.23

Profit/(Loss) for the year 1880.71 6214.78

Add: Balance of Profit and Loss Account 53624.67 59839.44

Balance of loss Carried to Balance Sheet 51743.96 53624.67

2. Reserves and Dividend : Your Directors request you to note that no amount is being transferred to the Reserves and no dividend on Equity shares for the year ended on 31st March, 2011, is being recommended, taking into account the operational losses incurred by the Company.

3. Operations : The Company's operations are broadly divided into two Divisions i.e. Packaging Products Division and Diamond Division.

In Packaging Products Division the turn over grew from Rs. 7016.13 lacs to Rs. 8191.71 lacs i.e. increase of 16.76% during financial year 2010-2011 and the turnover of diamond division was Rs.1441.28 lacs. Hence, the total turnover reached Rs.9632.99 lacs during the year under review. The Company's effort to increase operational efficiency by optimizing consumption of materials and utilities have given positive results in terms of maintenance of margins despite cost escalations.

4. Directors : During the period under review there is no change in directorship.

In accordance with the requirement of Companies Act, 1956 and Articles of Association of the Company Mr. R. S. Patel and Mr. Prahlad S. Patel Directors of Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company. Accordingly Mr. R. S. Patel and Mr. Prahlad S. Patel who are being eligible offers themselves for re-appointment be re-appointed as Directors of the Company.

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

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2011, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reason- able and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and suffi- ciert care for the maintenance of adequate accounting records in accordance with the pro- visions of the Companies Act, 1956, for safe- guarding the assets of the Company and for preventing and detecting fraud and other ir- regularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

6. Debt Restructuring : The Scheme to restructure the debt of Company is pending in Gujarat High Court for further hearing.

7. Reference to the Board of Industrial & Financial Reconstruction : The Company's second reference for registration to Board for Industrial and Financial Reconstruction (BIFR) made on dated 5/ 08/2006 was registered by BIFR vide reference No.69 dated 21/08/2006. The said registration was cancelled by BIFR vide order dated 28.12.2006. The Company filed appeal against the said order in Appellate Authority for Industrial and Financial Reconstruction (AAIFR) which is decided in favour of the company vide order dated 4/12/2007. The matter therefore was remanded back to BIFR.

8. Explanation to Auditors Remarks contained in Auditor's Report : At point no. f & g regarding: Unpaid dividend on Preference Share & Non Provision of interest on loans of Banks & Financial institutions:-The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 in Gujarat High Court and upon the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/ affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The management is of the view as well as legally advised that the said default will be also sorted out on final outcome of the scheme.

9. Assignment / settlement of debts. Company has been informed by IDBI-Preference shares and IDBI debentures and BNP Paribas that they have assigned their debts to other lenders during the year. Company has directly settled the debt of IDBI Debentures as per OTS Scheme.

10. Fixed Deposit: The Company has not invited fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

11. Personnel: Your Directors wish to place on record their appreciation for the co-operation and support received from banks and financial institutions, customers, suppliers, members and employees towards the growth and prosperity of your Company and look forward to their continued support.

12. Particulars of Employees: The details of employees remuneration in excess of monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2010-2011 are annexed hereto as Annexure - 'A' and forms part of this part.

13. Auditors: M/s. Mahendra N. Shah & Co., the Chartered Accountants, Ahmedabad, had been appointed as the Statutory Auditors during the year under review to hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment as the Statutory Auditors of the Company for the financial year 2011 - 2012.

14. Insurance: The fixed assets of the Company located in plants at Moti-Bhoyan and Ambaliyara have been duly insured.

15. Accounting Standards and Consolidated Financial Statements: Your Company has prepared the accounts in consonance with the accounting standards prescribed by ICAI.

16. Conservation of Energy, Technology Absorption & Foreign Exchange: The Company constantly endeavors reduction in energy consumption in its manufacturing process. The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo is not annexed to the report vide Rule 7A of Companies (Central Government's) General Rules forms, 1956.

17. Corporate Governance: The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance are attached hereto as a part of this Annual Report as Annexure - 'B'.

18. Acknowledgements: The Board expresses its gratitude and appreciates the assistance and co- operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the year under review.

On behalf of the Board of Directors

Place : Ahmedabad (Ramubhai S. Patel)

Date : 30/06/2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting 16th Annual Report for the year ended on 31st March 2010.

1. Financial Results: (Rs. In Lacs)

Particulars 2009-2010 2008-2009

Sales and Other Income 43597.06 6858.64

Profit before interest,

depreciation & tax 398.93 1820.30

Interest 19.68 701.47

Depreciation 1769.35 2634.44

Profit/(Loss) before Tax (1390.10) (1515.61)

Provision for Tax 0.00 (4.62)

Deferred Tax [Liabilities/Assets] 436.65 324.78

Profit/(Loss) after Tax (953.45) (1195.45)

Prior Period Adjustments

and Extraordinary Items 7168.23 63.93

Profit/(Loss) for the year 6214.78 (1131.52)

Add: Balance of Profit and

Loss Account 59839.44 (58707.92)

Balance of loss Carried to

Balance Sheet 53624.68 (59839.44)

2. Reserves and Dividend:

Your Directors request you to note that no amount is being transferred to the Reserves and no dividend on Equity shares for the year ended on 31st March, 2010, is being recommended, taking into account the losses incurred by the Company.

3. Operations:

The Companys operations are broadly divided into two Divisions i.e. Packaging Products Division and Diamond Division.

In Packaging Products Division the turn over grew from Rs.6722.85 lacs to Rs.7016.13 lacs i.e. increase of 4.35% during financial year 2009-2010.

The Company made entry into Diamond Processing and Diamond Division clocked turn over of Rs.36580.93 lacs. The activities of Diamond Division have led to fulfillment of Export Obligation of Rs.444.57 crores.

Hence, the total turnover reached Rs.43597.06 lacs during the year under review. The Companys effort to increase operational efficiency by optimizing consumption of materials and utilities have given positive results in terms of maintenance of margins despite cost escalations.

4. Directors:

During the year under review there is no change in directorship.

In accordance with the requirement of Companies Act, 1956 and Articles of Association of the Company Mr. Pathik C. Shah and Mr. Vikram V. Bhatt Directors of Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company. Accordingly to this Mr. Pathik C. Shah and Mr. Vikram V. Bhatt who are being eligible offers themselves for re-appointment be re-appointed as Directors of the Company.

5. Directors Responsibility Statement:

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

(i) that in preparation of the annual accounts for the financial year ended 31st March, 2010, the appropriate accounting standards have been followed;

(ii) that Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

6. Debt Restructuring:

The Company submitted a proposal to restructure its debts in a comprehensive manner to Financial Institutions/ Banks. The proposal envisaged among the other aspects, relief and concessions in the form of waiver of interests, penalty and liquidated damages and withdrawal /deferment of cases and actions against the Company. After detailed deliberations by the lenders two Scheme of Compromise and Arrangement (Scheme) under section 391 of Companies Act, 1956, were filed in the Gujarat High Court on 05.01.2005 and another on 20/09/2007, which were withdrawn by the Company because of lack of support of lenders and shareholders. The Company filed fresh scheme of Arrangement and Compromise with Financial Institutions/Banks and Shareholders on 17.07.2008 bearing petition No. 401/2008 and it is approved

by majority of Shareholders and lenders in the meeting held on 27.08.2008 and 30.08.2008 respectively. The said scheme is pending before the Honble Court of Gujarat for further hearing.

7. Reference to the Board of Industrial & Financial Reconstruction:

The Companys second reference for registration to Board for Industrial and Financial Reconstruction (BIFR) made on dated 5/08/2006 was registered by BIFR vide reference No.69 dated 21/08/2006. The said registration was cancelled by BIFR vide order dated 28.12.2006. The Company filed appeal against the said order in Appellate Authority for Industrial and Financial Reconstruction (AAIFR) which is decided in favour of the company vide order dated 4/12/2007. The matter therefore was remanded back to BIFR with a direction to register the reference of the Company. BIFR passed order dated 3-3-2008 for Special Investigation of accounts to decide the sickness of the Company. Special Investigation Agency (SIA) was appointed by IDBI and SIA submitted his SIA Report to BIFR during the hearing on 3-07-2008. Thereafter, the next hearing was fixed on 8-7-2008, which was adjourned on 13-10-2008. Thereafter, BIFR informed Company vide telegram dated i 8-09-2008 that the matter is adjourned till further order. No hearing is fixed till date.

8. Explanation to Auditors Remarks contained in Auditors Report:

At point no. f & g regarding: Unpaid dividend on Preference Share & Non Provision of interest on loans of Banks & Financial lnstitutions:-The Company has filed a Composite Scheme of Compromise and Arrangement with its lenders and Shareholders u/s 391 of the Companies Act, 1956 in Gujarat High Court and upon the Scheme becoming effective, all existing litigations and legal cases shall be terminated and the lenders shall forthwith withdraw all existing litigations and legal cases against the Company, the guarantors, the Directors of the Company as the case may be and the lenders shall simultaneously execute necessary applications/affidavits/documents etc. to be promptly submitted to concerned courts, statutory authorities etc. in order to give immediate effect for such withdrawal of legal actions, cases or litigations. Thereafter the right of the lenders will be submerged and re-casted in the manner as proposed in the Scheme

In the said scheme, the issue of waiver of unpaid dividend on preference shares is also covered. The management is of the view as well as legally advised that the said default is also sorted out on final outcome of the scheme.

9. Assignment of debts by lenders.

Company has been informed by Arcil, Axis Bank, SUUTI, UTI Mutual Fund, Bank of Bahrain and Kuwait, Kamataka Bank, LIC, GIC and BNP Paribas that they have assigned their debts to other lenders.

10. Fixed Deposit:

The Company has not invited fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

11. Corporate Governance:

The Company adheres to sound Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance are attached hereto as a part of this Annual Report as Annexure - B.

12. Personnel:

Your Directors wish to place on record their appreciation for the co-operation and support received from banks and financial institutions, customers, suppliers, members and employees towards the growth and prosperity of your Company and look forward to their continued support.

13. Particulars of Employees:

The details of employees remuneration in excess of monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year 2009-2010 are annexed hereto as Annexure - A and forms of this part.

14. Auditors:

M/s. Mahendra N. Shah & Co., the Chartered Accountants, Ahmedabad, had been appointed as the Statutory Auditors during the year under review to hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment as the Statutory Auditors of the Company for the financial year 2010- 2011.

15. Insurance:

The fixed assets of the Company located in plants at Moti-Bhoyan and Ambaliyara have been duly insured.

16. Subsidiary Companies:

Shree Rama Multi-Pack (Guangzhou) Limited, the manufacturing subsidiary in China has ceased operations and has been placed under liquidation. The said China Company is closed w.e.f. 01-06-

2005 vide letter dated 21-05-2005 received by the Company through its the then director, Shri Pravin Bhatia.

Shree Rama (Mauritius) Limited in Mauritius, which is a wholly owned subsidiary of Company has no assets nor any liability standing on the books of the Company for the last years till 31.3.2009. A letter is sent to the ROC, Mauritius to strike off the name of the Company.

In view of the facts narrated above, the consolidated accounts of both above companies as per recommendation of Accounting Standard 21 are not presented.

17. Accounting Standards and Consolidated Financial Statements:

Your Company has prepared the accounts in consonance with the accounting standards prescribed by ICAI. Since the China subsidiary company of Mauritius are closed and meantime since no financial transactions are pending in books for four years, consolidated financial standards are not prepared.

18. Conservation of Energy, Technology Absorption & Foreign Exchange:

The Company constantly endeavors reduction in energy consumption in its manufacturing process. The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo is not annexed to the report vide Rule 7A of Companies (Central Governments) General Rules forms, 1956.

19. Acknowledgements:

The Board expresses its gratitude and appreciates the assistance and co-operation received from the Creditors, Banks, Government Authorities, Customers and Shareholders during the year under review.

On behalf of the Board of Directors

Place : Ahmedabad (R. S. Patel)

Date : 29/06/2010 Chairman

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