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Directors Report of Vinyl Chemicals (I) Ltd.

Mar 31, 2015

Dear Members,

The Directors present the Twenty Ninth Annual Report and the Audited Financial Statements for the year ended 31st March, 2015.

Financial Results: (Rs. in lacs)

Particulars Current Year Previous Year

Profit before Interest, Depreciation 1879 1137 and Tax

Less: Interest & Other Finance Costs 7 4

Depreciation * *

Profit before Taxation 1872 1133

Less: Provision for Current Taxation 638 385

Provision for Deferred Tax * *

Profit for the year 1234 748

Add: Profit brought forward from previous 1400 946 year

Profit available for appropriation 2634 1694

Appropriations:

Proposed Dividend on Equity Shares 275 183

Tax on Dividend 56 31

Transfer to General Reserve 125 80

Total 456 294

Balance carried to Balance Sheet 2178 1400

* less than Rs.1 lac Dividend:

Out of Current Year's profit, the Directors recommend payment of dividend of Rs.1.50 per equity share of Rs. 1 each (previous year Rs. 1 per share) amounting to Rs. 2,75,05,666 (previous year Rs. 1,83,37,111) on 1,83,37,111 equity shares of Rs. 1 each.

Performance:

a. The company's current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs. 42,574 lacs.

c. During the year, the Company earned Net Profit of Rs. 1,234 lacs as against Rs. 748 lacs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

Directors:

In accordance with the Articles of Association of the Company, Shri N.K. Parekh, a Director of the Company, retires by rotation and being eligible, offer himself for re-appointment.

The Company has received declarations from Shri R.M. Gandhi, Smt. Y.J. Mogrelia and Shri A.D. Mavinkurve, Independent Directors, that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Extract of Annual Return:

Extract of Annual Return for the Financial Year ended on 31st March, 2015, as required by Section 92(3) of the Companies Act, 2013, is annexed as Annexure 1 .

No. of Board Meetings:

During the year the Board of Directors met 5 times. The details of Board Meetings are provided in the Corporate Governance Report section of this Annual Report.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March, 2015.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee for approval.

Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2014-2015 are given in prescribed Form AOC - 2, which is annexed as Annexure 2. The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company's Website www.vinylchemicals.com.

Risk Management Policy:

The Company has a structured Risk Management Policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the Company's business.

Corporate Social Responsibility:

In terms of the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, the company has formulated a policy on Corporate Social Responsibility (CSR) and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Shri M.B. Parekh, Shri N.K. Parekh and Shri R.M. Gandhi, Directors, as the members. Shri N. K. Parekh is the Chairman of the Committee. The details of CSR Expenditure are given in the prescribed format as Annexure 3.

Remuneration Policy:

The Board on recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy. The salient features of the policy are given in the Corporate Governance Report section of this Annual Report.

Auditors' Report:

There are no qualifications, reservations, adverse remarks or disclaimers made in the Auditors' Report on the Financial Statements of the Company for the Financial Year ended 31st March, 2015.

At the 28th Annual General Meeting of the Company, the Members have appointed M/s. Khanna & Panchmia, Chartered Accountants, Mumbai as the Auditors of the Company for a period of five years upto the conclusion of 33rd Annual Geneal Meeting, subject to ratification by shareholders at every Annual General Meeting.

The Board recommends ratification of the appointment of M/s. Khanna & Panchmia, Chartered Accountants, Mumbai as the Auditors of the Company at the ensuing Annual General Meeting.

Subsidiaries and Joint Ventures:

The Company has no Subsidiaries and Joint Venture Companies.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company's Website www.vinylchemicals.com.

Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2015 given by M/s. M.M. Sheth & Co., Practising Company Secretaries, is annexed as Annexure 4.

Deposits:

The Company has not accepted any public deposit.

Internal Financial Controls:

Adequate internal controls, system and checks are in place commensurate with the size of the Company and nature of its business.

Directors' Responsibility Statement:

As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any;

* 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 31st March, 2015 and of the profits of the Company for the year ended on that date;

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* the Directors have prepared the annual accounts on a going concern basis;

* 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

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

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges alongwith a certificate from the Auditors of the Company are given separately in this Annual Report.

Disclosure under Companies (Appointment & Remuneration of Managerial Personnel ) Rules, 2014:

The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are annexed to this Report as Annexure 5.

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

The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is given in the prescribed format as Annexure 6.

Annual Evaluation by the Board:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets with the requirements of the Company.

Composition of Audit Committee:

Details of Composition of Audit Committee, its terms of reference and meetings held during the year are given in the Corporate Governance Report section of this Annual Report.

General:

a) Sweat Equity Shares, Equity with Differential Rights:

None issued during the Financial Year 2014-2015.

b) Employees Stock Option Scheme:

The Company is not having Employees Stock Option Scheme.

c) Significant and Material Orders passed by the Regulators:

None passed during the Financial Year 2014-2015.

c) Sexual Harassment Laws:

No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 were received during the Financial Year 2014-2015.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, consumers and banks for their continued support.

FOR AND ON BEHALF OF THE BOARD

Mumbai M.B. PAREKH

Date: 18th May, 2015 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2014

Dear members,

The Directors present the Twenty Eighth Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2014.

Financial Results : (Rs in lac)

Particulars Current Year Previous Year Profit before Interest, Depreciation and Tax 1137 903

Less: Interest & Other Finance Costs 4 22

Depreciation * *

Profit before Taxation 1133 881

Less: Provision for Current Taxation 385 287

Provision for Deferred Tax * *

Profit for the year 748 594 Add: Profit Brought Forward from Previous Year 946 594

Profit available for appropriation 1694 1188

Appropriations: Proposed Dividend on Equity Shares 183 147

Tax on Dividend 31 25

Transfer to General Reserve 80 70

Total 294 242

Balance carried to Balance Sheet 1400 946

* less than Rs 1 lac

Dividend:

Out of Current Year''s profit, the Directors recommended payment of dividend of Rs 1 per equity share of Rs 1 each (previous year Rs 0.80 per share) amounting to Rs 1,83,37,111 (previous year Rs 1,46,69,689) on 1,83,37,111 equity shares of Rs 1 each.

Performance:

a. The company''s current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs 28,496 lacs.

c. During the year, the Company earned Net Profit of Rs 748 lacs as against Rs 594 lacs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

Directors:

In accordance with the Article of Association of the Company, Shri N.K. Parekh, a Director of the Company, retires by rotation and being eligible, offer himself for re-appointment.

Shri R.M. Gandhi, Smt. Y.J. Mogrelia and Shri A.D. Mavinkurve are Non-Executive Independent Directors of the Company who are liable to retire by rotation. In terms of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, they are proposed to be appointed as Independent Directors for a term of 5 years from the date of this Annual General Meeting upto the conclusion of the Thirty Third Annual General Meeting of the Company to be held in respect of Financial Year ending 31st March, 2019 and they will not be liable to retire by rotation.

The Company has received declarations from them that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Company has received notices in writing from members alongwith requisite deposit as required under Section 160 of the Companies Act, 2013 proposing the candidature of Shri R.M. Gandhi, Smt. Y.J. Mogrelia and Shri A.D. Mavinkurve for the office of Directors of the Company.

In the opinion of the Board, Shri R.M. Gandhi, Smt. Y.J. Mogrelia and Shri A.D. Mavinkurve fulfil the conditions for appointment as Independent Directors as specified in the Companies Act, 2013 and Rules framed thereunder and the Listing Agreement and they are Independent of the management.

Directors'' Responsibility Statement:

Your Directors confirm that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed;

* the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2014 and of the profit of the Company for that year;

* 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

* the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges along with a certificate from the Auditors of the Company are given separately in this Annual Report.

Auditors:

M/s. D. A. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Information pursuant to Section 217 of the Companies Act, 1956:

There is no employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 is required to be given.

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

The information to the extent applicable to the Company is given in Annexure I.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, consumers and banks for their continued support.

FOR AND ON BEHALF OF THE BOARD



Mumbai M.B PAREKH Date: 28th July, 2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

The Directors present the Twenty Seventh Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2013.

Financial Results:

The Financial performance of the Company is summarised as under:

(Rs.in lac) Current Year Previous Year

Profit before Interest, Depreciation and Tax 903 746

Less: Interest & Other Finance Costs 22 3

Depreciation

Profit before Taxation 881 743

Less: Provision for Current Taxation 287 242

Provision for Deferred Tax Profit for the year 594 501

Add: Profit Brought Forward from Previous Year 594 276

Profit available for appropriation 1188 777

Appropriations

Proposed Dividend on Equity Shares 147 110

Tax on Dividend 25 18

Transfer to General Reserve 70 55

Total 242 183

Balance carried to Balance Sheet 946 594

Dividend:

The Directors recommend the payment of dividend of Rs. 0.80 per equity share of Rs. 1 each (previous year Rs. 0.60 per share) amounting to Rs. 1,46,69,689 (previous year Rs. 1,10,02,267) out of the current year''s profit on 1,83,37,111 equity shares ofRs. 1 each. The dividend for the current year will be free of tax in the hands of shareholders.

Performance:

a. The company''s current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs. 23,497 lacs.

c. During the year, the Company earned Net Profit of f 594 lacs as against Rs. 501 lacs in the previous year. Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

Directors:

In accordance with the Articles of Association of the Company, Smt. Y.J. Mogrelia, a Director of the Company, retires by rotation and being eligible, offer herself for re-appointment.

Shri B.K. Parekh, Founder Chairman of the Company, passed away on 25th January, 2013. Shri B.K. Parekh was a visionary of unassuming quality and a warm, loving and caring leader with a strong business acumen.

Directors'' Responsibility Statement:

Your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

- 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

- the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges along with a certificate from the Auditors of the Company are given separately in this Annual Report.

Auditors:

M/s. D. A. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Information pursuant to Section 217 of the Companies Act, 1956:

There is no employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 is required to be given.

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

The information to the extent applicable to the Company is given in Annexure I.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, consumers and banks for their continued support. FOR AND ON BEHALF OF THE BOARD

Mumbai M.B.PAREKH R.M.GANDHI

Date: 24th May, 2013 MANAGING DIRECTOR DIRECTOR


Mar 31, 2012

The Directors present the Twenty Sixth Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2012.

Financial Results:

The Financial performance of the Company is summarized as under:

(Rs.in lac)

Current Year Previous Year

Profit before Interest, Depreciation and Tax 743 622

Less: Interest - 2

Depreciation ' - -

Profit before Taxation 743 620

Less: Provision for Current Taxation 242 189

Provision for Deferred Tax - -

Profit for the year 501 430

Add: Profit Brought Forward from Previous Year 276 2

Profit available for appropriation 777 432 Appropriations

Proposed Dividend on Equity Shares 110 92

Tax on Dividend 18 14

Transfer to General Reserve 55 50

Total 183 156

Balance carried to Balance Sheet 594 276

* less than Rs.1 lac

In terms of the Scheme of Demerger of VAM Manufacturing Unit of the Company into Pixilated Industries Ltd., the Company has transferred a sum of Rs35,227 from 'Forfeited Shares Account' to 'Capital Reserves Account' and consequently the figures of the previous year have been regrouped in the Balance Sheet.

Dividend:

The Directors recommend the payment of dividend of Rs0.60 per equity share of Rs1 each (previous year Rs0.50 per share including Silver Jubilee Special Dividend of Rs0.25 per share) amounting to Rs1,10,02,267 (previous year Rs91,68,556) out of the current year's profit on 1,83,37,111 equity shares of Rs1 each. The dividend for the current year will be free of tax in the hands of shareholders.

Performance:

a. The company's current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs.21148 lacs.

c. During the year, the Company earned Net Profit of Rs501 lacs as against Rs430 lacs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

Directors:

In accordance with the Articles of Association of the Company, the tenure of Shri Santosh Kumar as a Director expires at the conclusion of the ensuing Annual General Meeting. Shri Santosh Kumar has expressed his unwillingness to be re-appointed as a Director. The Directors place on record their sincere appreciation of the valuable contribution made by him during his tenure on the Board.

In accordance with the Articles of Association of the Company, Shri A.D. Mavinkurve and Shri N.K. Parekh, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement:

Your Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed;

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

- 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

- The Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges along with a certificate from the Auditors of the Company are given separately in this Annual Report.

Auditors:

M/s. D. A. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Information pursuant to Section 217 of the Companies Act, 1956:

There is no employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 is required to be given.

Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

The information to the extent applicable to the Company is given in Annexure 1.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, consumers and banks for their continued support.

FOR AND ON BEHALF OF THE BOARD

Mumbai M.B. PAREKH N.K. PAREKH

Date: 23rd May, 2012 MANAGING DIRECTOR DIRECTOR


Mar 31, 2011

The Directors present the Twenty Fifth Annual Report and the Audited Statements of Accounts for the year ended 31st March, 2011.

Financial Results:

The Financial performance of the Company is summarised as under:

(Rs. in lac)

Current Year Previous Year

Profit before Interest and Depreciation 620 873

Less: Interest 1 9

Depreciation * *

Profit Before Taxation 619 864

Less: Provision for Current Taxation 189 292

Provision for Deferred Tax * *

Profit for the year 430 572

Add/(Less): Profit/(Loss) Brought Forward from Previous Year 2 (532)

Profit available for appropriation 432 40

Appropriations

Proposed Dividend on Equity Shares 92 20

Tax on Dividend 15 4

Transfer to General Reserve 50 14

Total 157 38

Balance carried to Balance Sheet 275 2 * less than Re.1 lac

Dividend:

The Directors recommend the payment of a total dividend of Re.0.50 per equity share of Re.1 each including Silver Jubilee Special Dividend of Re.0.25 per share (previous year Re.0.11 per share) amounting to Rs.91,68,556 (previous year Rs.20,17,082) out of the current years profit on 1,83,37,111 equity shares of Re.1 each. The dividend for the current year will be free of tax in the hands of shareholders.

Performance:

a. The companys current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs.15,163 lacs.

c. During the year, the Company earned Net Profit of Rs.430 lacs as against Rs.572 lacs in the previous year.

Outlook:

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

Directors:

The Board of Directors has re-appointed, subject to the approval of the members of the Company, Shri M.B. Parekh as the Managing Director of the Company, for a further period of 5 years with effect from 1st April, 2012.

In accordance with the Articles of Association of the Company, Shri R.M. Gandhi and Shri B.K. Parekh, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement:

Your Directors confirm that:

. in the preparation of the annual accounts, the applicable accounting standards have been followed;

. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit of the Company for that year;

. 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

. the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges along with a certificate from the Auditors of the Company are given separately in this Annual Report.

Auditors:

M/s. D. A. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Information pursuant to Section 217 of the Companies Act, 1956:

There is no employee in respect of whom information u/s 217(2A) of the Companies Act, 1956 is required to be given.

Appreciation:

The Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, consumers and banks for their continued support.

FOR AND ON BEHALF OF THE BOARD

Mumbai B.K. PAREKH

Date: 14th June, 2011 CHAIRMAN


Mar 31, 2010

The Directors present the Twenty Fourth Annual Report and the Audited Statements of Accounts for the year ended 31st March 2010.

Financial Results:

The Financial Performance of the Company is summarised as under:

(Rs. in lac)

Current Year Previous Year

Profit before Interest and Depreciation 873 115

Less: Interest 9 *

Depreciation * *

Profit Before Taxation 864 115

Less: Provision for Current Taxation 292 26**

Provision for Deferred Tax * -

Profit for the year 572 89

Less: (Loss) Brought Forward from Previous Year (532) (621)

Profit available for appropriation 40 (532)

Appropriations

Proposed Dividend on Equity Shares 20 -

Tax on Dividend 4 -

Transfer to General Reserve 14 -

Total 38 -

Balance carried to Balance Sheet 2 (532) * less than Rs. 1 lac ** including FBT

Dividend:

The Directors recommend the payment of dividend of Re. 0.11 per equity share of Re.1 each (previous year Rs. Nil) amounting to Rs. 20,17,082 out of the current years profit, on 1,83,37,111 equity shares of Re.1 each. The dividend for the current year will be free of tax in the hands of shareholders.

Performance:

a. The companys current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer.

b. During the year, the sales turnover from Trading activity was Rs. 11,874 lac.

c. During the year, the Company earned Net Profit of Rs. 572 lac as against Rs. 89 lac in the previous year.

Outlook:

The Company is engaged mainly in trading of Vinyl Acetate Monomer. There are opportunities for expanding trading activities to include a few other chemicals. The company will weigh the opportunities and decide at an appropriate time whether to expand trading activity.

The Company expects to perform reasonably well. However, this can get impacted negatively in case of unusual price movements of Vinyl Acetate Monomer and fluctuations in exchange rate.

Directors:

In accordance with the Articles of Association of the Company, Shri N.K. Parekh and Smt. Y.J. Mogrelia, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Directors Responsibility Statements!*"

Your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

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

- 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

- the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges along with a certificate from the Auditors of the Company are given separately in this Annual Report.

Auditors:

M/s. D. A. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Information pursuant to Section 217 of the Companies Act, 1956:

There is no employee in respect of whom information u/s 217(2A) of the Companies Act, 1956 is required to be given.

Appreciation:

The Directors hereby place on record their appreciation of the efficient services rendered by the employees of the Company at all levels.

FOR AND ON BEHALF OF THE BOARD

Mumbai B. K. PAREKH

Date: 25th May 2010 CHAIRMAN

 
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