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Directors Report of Shri Aster Silicates Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company

Particulars For the year For the year ended ended 31.03.2015 31.03.2014

Total Revenue 142,637,863 185,677,094

Total Expense 235,671,222 272,157,258

Profit/(Loss) before Tax, Interest & (93,033,360) (86,480,160) Depreciation

Financial Expenses & depreciation 210,689,101 113,081,390

Profit/(Loss) before exceptional and (303,722,461) (199,561,555) extra ordinary items and Tax

Exceptional Items 20,481,120 1,452,479

Profit/(Loss) before extraordinary (324,203,581) (201,014,034) items and Tax

Add: Earlier Years Tax & Deferred Tax (6,655,224) 46,135,361

Profit / (Loss) for the Year (317,548,358) (247,149,394)

2. Dividend

There is no Profit during the year therefore your Directors have NOT recommended Dividend for the financial year 2014-15.

3. Reserves & Surpluse

The company has incurred loss during the year ended 31st March, 2015. So, amount is to be carried forward to the Reserves & surplus.

4. Brief description of the Company's working during the year/State of Company's affairs

Total revenue for the current financial year 2014-15 at Rs. 14.26 crores was lower by 23.18% over last year (Rs. 18.56 crores in 2013-14). Profit before Tax having Rs. (30.37) crore registering Decline over 52% profit before tax of Rs. (19.95) Crores in 2013-14.

Profit/loss after Tax for the year is Rs. (31.17) crore recording decline over 28% over Profit /loss of Rs. (24.71) crore in financial year 2013-14.

5. Details of Subsidiary / Associate Companies

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There are also no subsidiary companies within the meaning of section 2(87) of the companies Act, 2013.

6. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. Statutory Auditors

M/s. BPSD & Associates, Chartered Accountant, Mumbai (FRN 118251W) has given resignation as statutory auditor of the company w.e.f. 31st August, 2015.

The board has proposed name of M/s. V. K. MOONDRA & CO. Chartered Accountants, Ahmedabad (Membership No. 070431, Firms Registration No. 106563W) to appoint them as statutory auditor of the company in upcoming annual general meeting to fill up the casual vacancy caused by resignation of M/s. BPSD & Associates, Chartered Accountant, Mumbai.

M/s. V. K. MOONDRA & CO. Chartered Accountants, Ahmedabad has shown their willingness to be appointed as statutory auditor of the company and provided their eligibility certificate also pursuant to section 139(1) of the companies Act, 2013.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company secretary, Mumbai was appointed as Secretarial Auditor of the company for FY 2014 - 15 in the board meeting dated 13th November, 2014.

But they provided NOC to provide Secretarial Audit report of the company for FY 2014-15 at time of finalization of Annual report for FY 2014-15. Meanwhile, the company has urgently appointed M/s. Maulik Bhavsar & Associates, practicing Company Secretary, Ahmedabad as secretarial auditor of the company on its board meeting held on 1st September, 2015 to fill up the casual vacancy caused by resignation of M/s. Makarand M. Joshi & Co.,

Practicing Company secretary, Mumbai.

The company has received secretarial audit report from M/s. Maulik Bhavsar & Associates, practicing Company Secretary, Ahmedabad for year ended 31st March, 2015.

Internal Auditor

M/s Kohale Ghude & Associates, Mumbai was appointed as internal auditor of the company in the board meeting dated 30th September, 2014. He gave resignation to act as internal auditor of the company w.e.f. 04.03.2015 due to dissolution of their firm.

8. Qualification in Statutory Auditors' Report

The Company did not get the information regarding MSME status of its creditors. There is hence no disclosure in presentation of financial statements regarding payments to MSME creditors.

Director's comment on statutory auditor's qualification

The Company has not received the information regarding MSME status of Companies creditor and further the Company is trying to get the same.

10. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 shall form part of the Board's report

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details required under the provisions of the section 134(3)(m) of the Companies Act, 2013 regarding conservation of Energy, Technology Absorption are as under:

(A) Conservation of energy

Company will transfer its furnaces & plant & machinery at jhagadiya from kheda to have better control on management & reduction in overhead cost immediately.

Existing capacity at jhagadiya two furnaces is 900 Mts and kheda 200 Mts per day total 1100 Mts per day & F1 150 Mts per day is now none operating and civil foundation & shed for furnaces 4 of 750 ton is complete.

Unit has got permission from GPCB for Bio gas and oil also which will reduce fuel cost per liter from 45 Rs. of natural gas to 10 Rs. Now unit has applied for 40 crores working capital limit & is expected soon.

UTILIZATION

The furnace at GIDC-Jhagadia is working at 20% capacity due to high Gas price.

(B) Technology Absorption

During the year, no new Research & Development activities were carried out.

(C) Foreign exchange earnings and Outgo

During the year there were no foreign exchange earnings and outgo.

12. Directors:

A) Changes in Directors and Key Managerial Personnel

During the last year there is change in the composition body of the company in director or Key Managerial Personnel.

1. RAKESH ARUNKUMAR DOSHI appointed as Nominee director of the Company as on 3rd January, 2015.

2. NAMRATA MAHESH MAHESHWARI appointed as CFO of the Company as on 3rd January, 2015.

3. ISHWARI PRAKASH CHAVAN RESIGNED as Company Secretary of the company w.e.f. 31st October, 2014.

4. SWAPNA SADANAND VENGURLEKAR appointed as Company Secretary of the company w.e.f. 1st November, 2014.

5. MAHESH ANOLAKH MAHESHWARI was appointed as Whole time director of the company w.e.f. 1st December, 2014.

B) RETIREMENT BY ROTATION

Shri MAHESH ANOLAKH MAHESHWARI (DIN: 00027682), retires by rotation in upcoming Annual general meeting and being eligible has offered himself for re-appointment.

14. Number of meetings of the Board of Directors

The Board of Directors met 8 (EIGHT) times during the financial year 2014-15, i.e. 30th May, 2014, 14th August, 2014, 30th September, 2014, 13th November, 2014, 30th November, 2014, 3rd January, 2015, 12th February, 2015, 21st February, 2015.

15. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

16. Details of establishment of vigil mechanism for directors and employees

The company has also established vigil mechanism for directors and employees to the company to report genuine concerns as per section 177(9) of the companies Act, 2013.

Members of Audit committee oversee the vigil mechanism.

17. Nomination and Remuneration Committee

Shri Krishnan Umamaheshwaran (Independent Directors) is Chairman of the Committee. Shri Dushyant Buch (Independent Director) and Shri Mr. Shailesh Buch (Independent Director) of the Company are other members of the Committee.

All are are non-executive and Indpendent director of the company.

The terms of reference stipulated by the Board to the Remuneration Committee are as contained under Clause 49 of the listing Agreement.

During the year, Two meetings of the Remuneration Committee was held on 28th May, 2014 and 27th November, 2014.

18. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

19. Formal Annual Evaluation by the Board

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the section 134(3)(p) of the companies Act, 2013.

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.

20. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

21. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto disclosed in Form No. AOC -2 as per Annexure I.

22. Managerial Remuneration:

Your company has paid managerial remuneration of Rs. 1,200,000 during the year.

Your Company has not any employee, who was in receipt of remuneration in excees of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. Secretarial Audit Report

A Secretarial Audit Report given by M/s. MAULIK BHAVSAR & ASSOCIATES, a company secretary in practice shall be annexed II with the report.

Qualification in Secretarial Auditors' Report

The company has not made any expenditure towards corporate social responsibility activities as per section 135 of the companies act, 2013 & not updated different types of policy on its website.

Director's comment on secretarial auditor's qualification

During the year, company has not made any expenditure towards corporate social responsibility activities due to incurring of losses during last 2 years. Company is trying to minimize losses, taking various steps to grow the business and also will try to make expenditure towards corporate social activities in upcoming years.

The company will update its website and update all documents and required policies as per clause 49 of the listing agreements.

24. Corporate Governance Certificate

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed III with the report.

25. Risk management policy

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

26. Code of Conduct -

The Board of Directors of the Company has adopted a code of conduct and made it applicable to the Board members and senior management of the Company.

The Board and Senior Management of the Company have affirmed compliance with the code.

27. CSR COMMITTEE AND POLICY:

The Company has constituted the CSR committee comprising of Shri Mahesh Anolakh Maheshwari (Whole time Director), appointed as Chairman of the Committee, Shri Dushyant Manibhai Buch (Independent Director) and Smt. Namrata Mahesh Maheshwari (Whole-Time Director) of the Company continues to act as members of the Committee. The terms of reference stipulated by the Board to the CSR Committee are as contained under Section 135 of companies, Act 2013. The CSR Committee formulate and recommend to the Board, a policy which shall indicate the activities to be undertaken (CSR Policy); recommend the amount of 2% requires spending of at least 2% of its average net profit for the immediately preceding 3 financial years expenditure to be incurred on the activities referred and monitor the CSR Policy of the company.

28. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. at 31st March, 2015 and of the profit and loss of the company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Acknowledgements

Your Directors express their deep sense of gratitude to the Banks, Central and State Governments and their departments and the local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the dedication, commitment and hard work put in by every member of the SHRI ASTER SILICATES LIMITED (hereinafter referred as "ASTER SILICATES") family. The Board further expresses that the credit of the success of Aster Silicates family goes to each & every member of Aster Silicates family equally. The Management is deeply grateful for the confidence and faith that the shareholders have always reposed in them.

For and on behalf of the Board of Directors

SHRI ASTER SILICATES LIMITED

Sd/- MAHESH ANOLAKH MAHESHWARI (Whole time Director) (DIN: 00027682) Place: Ahmedabad Date: September 7, 2015


Mar 31, 2014

The Members of

Shri Aster Silicates Limited

(Formerly Known as Aster Silicates Limited)

The Directors have pleasure in presenting their Annual Report along with Audited accounts for the year ended 31st March, 2014.

1. PERFORMANCE:-

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

Sales & Other Income 1856.78 -

Profit before Depreciation, Interest and Tax (864.80) -

Less: Depreciation 1056.00 (112.97)

Less: Interest 74.82 -

Profit/(Loss) Before Extraordinary Item, Prior period (2010.14) (112.97)

Income & Short Provision

Less : Income tax for Earlier years 1.80

Less : Provision for Taxation

Add/Less : Deferred Tax Liabilities (461.35)

Less: Provision for Wealth Tax

Profit/Loss after tax (2471.49)

Add/(Less) : Excess/(Short) Provision of tax in earlier years

Add : Prior period Adjustment

Surplus/(deficit) brought forward from the previous year (2471.49) (114.77)

2. DIVIDEND:

Your Directors feel that it is prudent not to recommend any dividend for the year ended 31st March, 2014.

3. ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public during the year under review.

4. PARTICULARS OF EMPLOYEES

None of the employee of the Company received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS ANR OUTGO:

The information to be disclosed as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure ''A'' to this report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is included in the Annual Report as separate section.

7. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate confirming compliance of the same has been included in the Annual Report as separate section.

8. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Namrata Maheshwari, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re - appointment.

The Notice convening Annual General Meeting includes resolutions for re - appointment of Mrs. Namrata Maheshwari along with her brief details.

Mr. Sudesh Kamath was appointed as a Nominee Director of SICOM Investments & Finance Limited in your Company with effect from 10th January, 2014.

9. AUDITOR QUALIFICATION:

The Company did not get the information regarding MSME status of its creditors. There is hence no disclosure in presentation of financial statements regarding payments to MSME creditors.

10. DIRECTOR COMMENT ON AUDITOR''s QUALIFIATION:

The Company has not received the information regarding MSME status of Companies creditor and further the Company is trying to get the same.

11. AUDITORS:

M/s. BPSD & Associates, Chartered accountants will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The board requests you to reappoint them and fix their remuneration for the year 2014-2015.

The Company has received letter from M/s. BPSD & Associates, Chartered accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditor of the Company.

12. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors hereby confirm that:

1) In preparation of annual accounts, applicable Accounting Standards had been followed with proper explanation relating to material departures

2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 or loss of the Company for that period;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the directors had prepared the annual accounts on a going concern basis.

13. MATERIAL CHANGES:

A. Allotment of Shares :

During the year under review, the paid-up share capital of the Company was increased by allotment of:

8665511 fully paid-up equity shares of face value of Rs.10/- each and at issue price of Rs. 11.54/- per equity share including a share premium of Rs. 1.54/- on preferential basis to SICOM Investments & Finance Ltd (a body corporate which belong to the Public Category) pursuant to conversion of Rs. 9,99,99,996.94 out of the loan of Rs. 20,00,00,000/- given by SICOM Investments & Finance Ltd to the Company.

B. Change of Name:

During the year under review, the Company had changed its name from Aster Silicates Limited to Shri Aster Silicates Limited w.e.f. 23rd October, 2013.

C. Change of Registered Office of the Company:

The Company pursuant to approval of Board of Directors has changed its registered office from A/602, Fairdeal House, Near Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat - 380009 to B-506, Infinity, Corporate Lane Road, Nr. Hotel Ramada, Prahalad Nagar Garden, Satellite, Ahmedabad, Gujarat - 380015, with effect from 14th November, 2013.

D. Change of Registered Transfer Agent :

During the year under review, the Company had changed it''s Registered Transfer Agent from Sharepro Services (lndia) Pvt Ltd to Adroit Corporate Services Pvt. Ltd.

E. Resignation & Appointment of Company Secretary:

Mr. Mahendra Soni has resigned from the Post of Company Secretary of the Company with effect from 1st October, 2013 and pursuant to his resignation, Ms. Ishwari Chavan was appointed as Company Secretary of the Company with effect from 1st October, 2013.

11. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank shareholders, bankers and auditors for their support & co- operation to the Company. The directors wish to place on record their appreciation for dedication of employees of Company.

Date: 14th August, 2014 For and On Behalf of Board of Directors Place: Ahmedabad

Mahesh Maheshwari Namrata Maheshwari Managing Director Whole time Director DIN: 00027682 DIN: 00027762


Mar 31, 2013

The Directors have pleasure in presenting the Seventeenth Director''s Report along with the Audited Accounts of the Company for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS: (Rs. in Lacs) Particulars For the year For the year ended on ended on 31st March, 2013 31st March, 2012

Sales & Other Income 2198.70

Profit before Depreciation, Interest and Tax (112.97) 368.95

Less: Depreciation 44.54

Interest 264.01

Profit before Tax, Exceptional Item, (112.97) 60.40

Prior period Income & Short Provision

Less: Income Tax for Earlier years 1.80

Provision for Taxation 0.00

Provision for deferred Tax Liability 0.00

Provision for Wealth Tax

Profit/(Loss) After Tax 60.40

Add/(less): Excess/(Short) Provision of tax in earlier years

Add: Prior period Adjustments

Surplus/ (deficit) brought forward from the Previous Year (114.77) 60.40

2. DIVIDEND:

During the year the company was not able to perform well due to non-availability of enough gas-supply and there was financial crunch and hence board has decided to retain the profit so directors show their apology for not able to recommend the dividend.

3. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

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

The information to be disclosed as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure ''A'' to this report.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is included in the Annual Report as separate section.

6. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as separate section.

7. DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Namrata Maheshwari is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re - appointment.

The Notice convening Annual General Meeting includes resolutions for re - appointment of Mrs. Namrata Maheshwari along with her brief details.

8. AUDITORS:

The Auditors Report forming part of this Annual Report does not contain any qualification and is self explanatory.

Your Company''s Statutory Auditor appointed at the previous Annual General Meeting, M/s. V. K. Mundra & Associates, Chartered Accountants, Ahmedabad, have resigned from the post of statutory auditors with effect from 6th August 2013. A special notice as required under Section 225(1) of the Companies Act, 1956 has been received from one of the shareholders of the Company recommending the intention to recommend the appointment of M/s. Bakre Pachkhede and Sagdeo, Chartered Accountants, Mumbai as Statutory Auditors of the Company at the forthcoming Annual General Meeting. The Company has received written certificate from M/s. M/s. Bakre Pachkhede and Sagdeo, Chartered Accountants, Mumbai stating that their appointment, if made, will be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

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

ii) the accounting policies have been applied consistently and reasonable and prudent estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2012-2013 and the profit of the Company for that period;

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

iv) the Annual Accounts have been prepared on a ''going concern basis''.

10. Material Events after the closure of financial year:

i) The Company has received approval for revocation of suspension of trading in equity shares from National Stock Exchange of India (NSE). The revocation is effective from 17th June 2013.

ii) With effect from 1st July 2013, the commercial production at the plant of the Company located at Jhagadia. The plants were shut down since July 2011. Refurbishing/ modifications/ modernization of plant commenced in January/ February 2013, followed by Trial runs and now commercial production has commenced.

iii) On 1st August 2013, the Company has allotted 85,56,611 equity shares to SICOM Investments & Finance Ltd at a price of Rs. 11.54 per share pursuant to conversion of Rs. 9,99,99,997/- out of the loan given by SICOM Investments & Finance Ltd amounting to Rs. 20 crore to the Company into equity.

11. OTHER DISCLOSURES:

The Company does not have any employee drawing above Rs. 5 lakhs per month or Rs. 60 lakhs per annum. Hence, no disclosure is required to be given under Companies (Particulars of Employees) Rules, 1975.

12. ACKNOWLEDGEMENTS:

Your Directors express their appreciation for the continued co-operation, support & assistance received from Bankers, Statutory Authorities, Customers, Vendors, Consultants as well as Shareholders during the year.

Your Directors also wish to place on record their appreciation for the dedicated services and contribution given by all the employees of the Company.

On Behalf of the Board

Place : Ahmedabad Mahesh A Maheshwari Namrata M Maheshwari

Date :26.08.2013 Managing Director Whole Time Director


Mar 31, 2012

The Directors have pleasure in presenting the Sixteenth Director''s Report along with the Audited Accounts of the Company for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars For the year For the year ended on ended on 31st March, 2012 31st March, 2011

Sales & Other Income 2198.70 9256.11

Profit before Depreciation, Interest and Tax 368.95 1368.19

Less: Depreciation 44.54 230.20

Interest 264.01 509.56

Profit before Tax, Exceptional Item, 60.40 628.43

Prior period Income & Short Provision

Less: Provision for Taxation 0.00 5.08

Provision for deferred Tax Liability 0.00 329.84

Provision for Wealth Tax - -

Profit/(Loss) After Tax 60.40 293.51

Add/(less): Excess/(Short) Provision of tax in earlier years - -

Add: Prior period Adjustments - -

Surplus/ (deficit) brought forward from the Previous Year 60.40 293.51

2. DIVIDEND:

During the year the company was not able to perform well due to non-availability of enough gas-supply and there was financial crunch and hence board has decided to retain the profit, accordingly the directors express inability to recommend any dividend.

3. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

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

The information to be disclosed as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure ''A'' to this report.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is included in the Annual Report as separate section.

6. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as separate section.

7. DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Krishnan Uma Maheshwaran are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re - appointment.

The Notice convening Annual General Meeting includes resolutions for re - appointment of Mr. Krishnan Umamaheswaran along with their brief details.

8. AUDITORS:

The Auditors Report forming part of this Annual Report does not contain any qualification and is self explanatory.

Your Company''s Statutory Auditor, M/s. V. K. Mundra & Associates, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received written certificate from the Auditors stating that their re-appointment, if made, will be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

9. REPLY TO AUDITOR QUALIFICATION:

Point No. ix of Annexure to Auditors Report:

The Company has not been able to pay the statutory dues due to financial crunch faced by it. However the Board will take necessary actions and pay the pending dues in due course of time.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that:

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

ii) the accounting policies have been applied consistently and reasonable and prudent estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-2012 and the profit of the Company for that period;

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

iv) the Annual Accounts have been prepared on a ''going concern basis''.

11. OTHER DISCLOSURES:

The Company does not have any employee drawing above Rs. 5 lakhs per month or Rs. 60 lakhs per annum. Hence, no disclosure is required to be given under Companies (Particulars of Employees) Rules, 1975.

12. ACKNOWLEDGEMENTS:

Your Directors express their appreciation for the continued co-operation, support & assistance received from Bankers, Statutory Authorities, Customers, Vendors, Consultants as well as Shareholders during the year.

Your Directors also wish to place on record their appreciation for the dedicated services and contribution given by all the employees of the Company.

On Behalf of the Board

Place : Ahmedabad Mahesh A Maheshwari Namrata M Maheshwari

Date : 23.01.2013 Managing Director Whole Time Director