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Directors Report of Yashraj Containeurs Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-Second Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2015.

FINANCIAL RESULTS

(Amount in Lacs)

Year ended Year ended 31.3.2015 31.3.2014

Turnover 3537.99 9338.45

Profit/(Loss) Before Depreciation, Finance Charges & Taxation (488.74) 375.35

Profit/(Loss) before Depreciation & Taxation (1297.23) (713.52)

Profit/(Loss) after Depreciation & Taxation (3685.23) (981.91)

Surplus (Deficit) of Profit and Loss Account of earlier year (981.90) 115.54

Balance carried over to Balance Sheet (3685.23) (981.91)

DIVIDEND

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to carry Rs. 3685.23 lacs (losses) to its reserves.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There is no material changes since end of financial year till date of this Report.

STATEMENT ON COMPANY'S AFFAIRS

In view of tough competition from local and international market, the company is making all efforts to increase the activities.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

AUDITORS

As per Sec 139 of the Companies Act, 2013, no listed Company shall appoint Audit firm as Statutory Auditors for more than two terms, of the five consecutive years. M/s. Kakaria & Associates were appointed as Statutory Auditors, in the Annual General Meeting held on September 30, 2006. The Board proposes to appoint M/s. Kakaria & Associates, Chartered Accountants, Vapi. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31,2015 is annexed herewith marked as Annexure "A" to this Report. QUALIFICATIONS ON SECRETARIAL AUDIT REPORT As regards the Qualifications on Secretarial Audit Report, we state as under:

Non Appointment of Women Director including Key Managerial Personnel

Your Company is seeking exemption from BSE - Mumbai, ROC, Maharashtra, Mumbai including BIFR, New Delhi for Appointment of Women Director under Section 149 of the Companies Act, 2013 including Key Managerial Personnel, as your Company is sick and the matter is under consideration of the above authorities. However on account of sickness, Company is unable to get above officials on a reasonable terms.

Appointment of Independent Directors

Your Company is making efforts to induct one more Independent Director/Non-Executive Director so as to form Nomination and Remuneration Committee of three Directors as per Clause 49(IV) of the Listing Agreement.

As regards the filing of SEBI Disclosures (Insider Trading) the Company has made disclosure under Regulation 30(1) and 30(2) of SEBI takeover Regulations. The Company was of the view, that no other filing is required, separately under SEBI (Insider Trading) Regulations. However, the Company is taking steps to ensure necessary compliances.

Further, ROC forms were inadvertently not filed and the same are being filed in due course.

As regards other Qualifications, the same are self-explanatory.

EXTRACTS OF THE ANNUAL RETURN IN MGT9

The Annual Return in MGT9 form is annexed herewith as Annexure "B" to this Report.

CURRENT STATUS WITH BIFR

As informed in the Last Report the Operating Agency has submitted Draft Rehabilitation Scheme to the Lenders. However on account of discrepancy, the DRS is modified and the same will be circulated to the Secured lenders shortly.

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review. PARTICULARS OF EMPLOYEES

There were no employees, who were in receipt of remuneration in excess of the amount prescribed as per the Companies Act, 2013 during the year.

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

Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below. Form 'A' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors' Report for the year ended 31st March, 2015

I. RESEARCH & DEVELOPMENT (R & D)

a) Specific areas in which R & D carried out by the Company None

b) Benefits derived as a result of the above R & D None

c) Further plan of action None

d) Expenditure on Research & Development Nil

II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

a) Efforts in brief made towards Technology, Absorption, Adaptation and Innovation Nil

b) Benefit derived as a result of the above effort Nil

c) Particulars of Technology imported during the last 5 years Nil

III. FOREIGN EXCHANGE EARNINGS & OUTGO

a) Activities relating to exports and export plans Nil

Current Year Previous Year Rs. Rs.

b) Total Foreign Exchange Used & Earned:

i) Foreign Exchange Used NIL NIL

ii) Foreign Exchange Earned NIL NIL

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

FUTURE PROSPECTS

As informed in the last Annual General Report, your company has focused its attention towards the Private Sector clients and the other Government Department like defence, food processing etc.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

DIRECTORS

Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Director has given Declaration that they are not disqualified and meet the criteria of Independence as per Sub Section (6) of Section 149 of the Companies Act, 2013.

During the year under review Dr. Jayesh V. Valia, retires by rotation, at the conclusion of this meeting and being eligible to offers himself for re-appointment.

During the year, Mr. Vyankatesh H. Mulwad, Director, resigned from the Board. The Board records its appreciation for the services rendered during the tenure on the Board.

INTERNAL CONTROL SYSTEMS

The internal control system commensurate to the size of the companies operations and nature of business and there is periodic Audits. Internal control systems in operation areas of the company ensure that system delivered the desired level of results.

DIRECTORS' RESPONSIBILITY STATEMENT

Statement under sub-section (3c) of Section 134 of the Companies Act, 2013 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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.

iii) proper and sufficient care has been taken 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.

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

v) The Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)

During the year 2014-2015 the Global economy showed positive results and that also helped in the revival of Asian Economic Growth The Forex Market has stabilized and rupee is improving. However the same are given separately forming Part of the Board of Directors' Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Directors' Report.

YASHRAJ CONTAINEURS LTD. recognizes the value of adherence to Corporate Governance in its true sense which alone can ensure continuation of belief and the trust reposed by one and all in your company.

1) BOARD OF DIRECTORS

The Board comprises of three Directors :

1) Dr. Jayesh Vinodrai Valia

2) Mr. Ganesan Venkatraman

3) Mr. Babulal Bansilal Jain

The Directors are responsible for the Management of the Company's business. The Board's role, functions, responsibility and accountability are clearly defined.

2) MANAGERIAL REMUNERATION

The remuneration Committee has recommended to the Board of Directors a policy relating to remuneration for the Directors including KMP. Further, the Board affirm that remuneration paid to Directors are as per policy of the Companies Act.

la. TABLE OF DETAILS OF DIRECTORS, NO OF BOARD MEETINGS HELD, ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AT THE AGM HELD FOR THE PREVIOUS YEAR 30.9.2014

Sr. No. Name of Directors AGM held on No. of Meetings 30.9.2014 in a Year

1 Dr. Jayesh Vinodrai Valia - YES 5 Non - Executive Director

2 Mr. Babulal Bansilal Jain - YES 5 Independent Director

3 Mr. Ganesan Venkatraman - YES 5 Independent Director

Sr. No. Name of Directors Attendance Fees

1 Dr. Jayesh Vinodrai Valia - 5 - Non - Executive Director

2 Mr. Babulal Bansilal Jain - 5 25,000 Independent Director

3 Mr. Ganesan Venkatraman - 5 25,000 Independent Director

The Board Meetings were held 5 times i.e; 12/5/2014; 9/8/2014; 27/8/2014; 7/11/2014 and 6/2/2015.

lb. TABLE OF DETAILS OF DIRECTORS, NO OF AUDIT COMMITTEE MEETINGS HELD, FEES PAID AND ATTENDANCE AS AT 31.3.2015.

Sr. No. Name of Directors No. of Meetings in a Year

1 Mr. Ganesan Venkatraman - 5 Member of the Committee/ Independent Director

2 Mr. Babulal Bansilal Jain - 5 Chairman of Committee & Independent Director

3. Dr. Jayesh Vinodrai Valia - Member of the Committee 5

Sr. No. Name of Directors Attendance Fees

1 Mr. Ganesan Venkatraman - 5 25,000 Member of the Committee/ Independent Director

2 Mr. Babulal Bansilal Jain - 5 25,000 Chairman of Committee & Independent Director

3. Dr. Jayesh Vinodrai Valia - Member of the Committee 5 NIL

The Audit Committee Meetings were held 5 times i.e. 12/5/2014; 9/8/2014; 27/8/2014; 7/11/2014 and 6/2/2015.

lc. INDEPENDENT DIRECTORS' MEETING

During the year, one meeting of Independent Directors was held on 10th March, 2015.

2.1 TERMS OF REFERENCE TO AUDIT COMMITTEE IN BRIEF

The Terms of the reference of the Audit Committee are those prescribed under clause49 of the Listing Agreement including inter-alia the review of financial results before submission to the Board for approval to ensure that the financial statements are correct and present true and fair view, interaction with Statutory Auditors, recommendation of appointment and payment of audit fees to the Auditors and to review the adequacy of internal control systems.

2.2 REMUNERATION COMMITTEE

It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors. It determines the salary and perks payable to Board Level Members and recommends Board for its consideration.

2.3 FAMILIARIZATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the company, business environment, business strategy and risk involved. Detailed presentations on the Company's business segments were made at the separate meetings of the Independent Directors held during the year.

2.4 VIGILANCE MECHANISM FOR EMPLOYEES

The Vigilance Mechanism of the Company, which also incorporates a Whistle Blower Policy are as per the Listing Agreement. Any Employee who wants to report genuine concern is allowed to do it to the Chairman of Audit Committee, Mr. Babulal Bansilal Jain. The Policy on Vigilance Mechanism and Whistle Blower Policy may be accessed on the Company's Website : www.barrelpeople.com.com

2.5 SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there was no complaint on sexual harassment of women/employees.

2.6 STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee consists of (1) Shri Babulal Bansilal Jain, (2) Mr. G. Venkatraman and (3) Dr. Jayesh Vinodrai Valia.

3.2 Broad terms of Reference to Stakeholders /Investor Grievances Committee

To approve Share Transfers, to review and advise the Company on any grievance in relation to

(a) Non-transfer of shares

(b) Non-receipt of Annual Report

(c) Any other grievance raised by any stakeholder.

3.3 Status of Investor Complaints

No complaints were received from the Investors during the year under review.

3.4 Compliance Officer - Dr. Jayesh Vinodrai Valia

Details of Annual General Meeting held in three previous years

DATE TIME VENUE OF AGM

Tuesday, 30th September, 2014 1.00 p.m. The No.1 Party Hall, Building No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092.

Monday, 23rd September, 2013 12.30 p.m. The No.1 Party Hall, Building No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092.

Friday, 28th September, 2012 11.00 a.m. The No.1 Party Hall, Building No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092.

4. General Stakeholders' Information

1. Annual General Meeting.

Day, Date and Time : By Separate Communication

5. Financial Calendar (2014 - 2015)

Annual General Meeting for the year ended 31st March, 2015.

Date : Wednesday, 30th September, 2015 at 1.00 p.m. Information sent by separate commnication.

6. Book Closure Date : 24.9.2015 to 30.9.2015 (both days inclusive)

7. Dividend Payment Date : Not applicable since dividend not recommended.

8a. Registered Office : Plot No. 757/758, Jwala Estate, First Floor, Soni Wadi, Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400 092.

8b. CIN No. : L28120MH1993PLCO73160

Email : yashraj bom@rediffmail.com

Website : www.barrelpeople.com

Telephone : 022-28992658 / 28997506 / 2898 3234

Fax : 022-2899 7806

9. Listing on Stock Exchange : Equity Shares Bombay Stock Exchange Ltd., Dalal Street, Mumbai 400 001.

10. Stock Market Information

i) Stock Code : 530063

Bombay Stock Exchange Ltd.

11. Registrars & Transfer Agents : M/s. Sharex Dynamic (India) Pvt. Ltd., Unit-1, Luthra Industrial Premises, Safeed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400 072. Tel: 022 28515606 / 28515644

Share Transfer System :

Your Company's Equity Shares are admitted with the Depository System of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as an eligible security under the Depositories Act, 1996. As such, facilities for dematerializations of your Company's Equity Shares are available vide INE No.095 CO 10 18 at both the depositories. Your Company's Equity Shares are under compulsory dematerialization.

12. Dematerialisation of Shares and Liquidity :

Approximately 98.35. % of the Equity Shares have been dematerialized upto 31st March, 2015. Trading in Equity Shares of your Company is permitted only in dematerialized form compulsorily as per notification issued by The Securities and Exchange Board of India.

13. i) Materially significant related party transactions that may have potential conflict with the interests of company

The Company does not have material significant related party transactions i.e. transactions of the company of material nature with its Promoters, Directors of the Management, or their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large. However Disclosure of Transactions with any related party have been made in the Balance- Sheet in Notes to Accounts at Note No 27 which are self explanatory.

ii) Non-Compliance by the Company, penalties, strictures imposed on the Company by Bombay Stock Exchange Ltd. or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.

- None

iii) Details of Compliance with mandatory requirements and adoption of the non-mandatory requirement of this clause

The Company has complied with mandatory requirements and None of the Independent Directors on our Board has served for a tenure exceeding nine years.

14. Means of Communication :

The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial Results are published in Navshakti and Free Press Journal, and put up on the website of Bombay Stock Exchange Ltd. as well as on Company's website www.barrelpeople.com. The notices to the stakeholders are published in Navshakti and Free Press Journal.

15. Practising Company Secretaries Certificate on Corporate Governance:

Your Company has obtained a certificate from the Practising Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. This is annexed to the Annual Report. The Certificate will also be sent to Bombay Stock Exchange Ltd. alongwith the Annual Accounts to be filed by the Company.

16. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company's Bankers, Financial Institutions for their timely assistance and co-operation in the working of your Company. Your Directors also thank the customers, Stakeholders and the suppliers of your Company for their co- operation and valuable support.

17. DECLARATION

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct.

FOR YASHRAJ CONTAINEURS LTD. PLACE : MUMBAI (DR. JAYESH V. VALIA) DATED : 8.8.2015 EXECUTIVE CHAIRMAN






Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty-First Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS

(Amount in Lacs) Year ended Year ended 31/3/2014 31/3/2013

Turnover 9338.45 11219.32

Profit/(Loss) Before Depreciation, Finance Charges & Taxation 375.35 1372.95

Profit/(Loss) before Depreciation & Taxation (713.52) 379.79

Profit/(Loss) after

Depreciation & Taxation (981.91) 115.54

Surplus (Deficit) of Profit and Loss Account of earlier year (115.54) 104.32

Balance carried over to Balance Sheet (981.91) 115.54

DIVIDEND

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

Mr. Vyankatesh H. Mulwad has resigned from the Board of Directors of the Company, with effect from May 12, 2014.

The Board places on record its appreciation of the services rendered by Mr. Vyankatesh H. Mulwad, during his tenure on the Board.

CURRENT STATUS WITH RESPECT TO APPLICATION WITH BIFR

As per the approval given by BIFR in its meeting held on 4/4/2013, the Company initiated the necessary steps of filing application with BSE to get its In principle approval for allotment of 80 lacs. Share warrants at par to the Promoters'' Group. BSE informed that Company being declared as sick and BIFR has exempted the company from compliance of the certain Listing Agreement Clauses it can proceed further and allot the share warrants to the promoters. Accordingly 80 lacs. share warrants were allotted to promoters and Promoter Group Companies. Before the closure of financial

year 2014, the promoters brought in Rs. 8.00 crores by which the share warants got converted into Equity shares.

BIFR also directed Bank of India to revise the Draft Rehabilitation Scheme and resubmit it to BIFR. The company has given the necessary information and Bank of India is in the process of finalising the DRS and file with the BIFR.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 year.

iii) proper and sufficient care has been taken 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.

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

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees, who were in receipt of remuneration of Rs.24,00,000/- or more per annum, if employed for the full year or Rs.2,00,000/- or more per month, if employed for part of the year.

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

Information in accordance with 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 is given in the Annexure ''B'' forming part of this Report. Form ''A'' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

FUTURE PROSPECTS

Due to change in government policy the company was forced to close its units at Chennai. Kolkatta, Rai-Sonepet and Visag which were by and large depending on the Oil Sector Company orders. Now it has focussed its attention towards the Private Sector clients and the other Government Department like defence, food processing etc.

AUDITORS

As per Sec 139 of the Companies Act, 2013, no listed Company shall appoint Audit firm as Statutory Auditors for more than two terms, of the five consecutive years. M/s. Kakaria & Associates were appointed as Statutory Auditors, in the Annual General Meeting held on September 30, 2006. They have completed their term of eight years. The Board proposes to appoint M/s. Kakaria & Associates, Chartered Accountants, Vapi, for a remaining period of two years .

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company''s Bankers, Financial Institutions for their timely assistance and co-operation in the working of your Company. Your Directors also thank the customers, shareholders and the suppliers of your Company for their co-operation and valuable support.

FOR AND ON BEHALF OF THE BOARD (DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN

PLACE : MUMBAI DATED : 9.8.2014


Mar 31, 2013

To, The Members,

The Directors are pleased to present the Twentieth Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS



(Amount in Lacs)

Year ended Year ended 31/3/2013 31/3/2012

Turnover 11219.32 10561.87

Profit/(Loss) Before

Depreciation, Finance

Charges & Taxation 1372.95 1191.24

Profit/(Loss) before

Depreciation & Taxation 379.79 371.67

Profit/(Loss) after

Depreciation & Taxation 115.54 104.32

Surplus (Deficit) of Profit and

Loss Account of earlier year 104.32 128.86

Balance carried over to

Balance Sheet 115.54 104.32



DIVIDEND

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

During the year under review Mr. Babulal Bansilal Jain retires by rotation at the conclusion of this meeting and being eligible offers himself for re-appointment

REFERENCE TO BIFR

Your Company has been declared sick by the Hon''ble Board for Industrial and Financial Reconstruction. New Delhi (BIFR) on December 21, 2011 and your Company has filed Rehabilitation Scheme as required with the concerned authorities in the prescribed time. The Operating Agency (OA) is processing the Rehabilitation Scheme and will forward the same to the Hon''ble BIFR with its comments thereon for getting approval of the Hon''ble BIFR in the nature of Draft Rehabilitation Scheme.

In the meeting held on March 18, 2013, the Hon''ble Bench of BIFR considered and approved the application of the company for extending the SSI benefits to the companies, plant situated in Howrah - Kolkatta, Rai - Sonipat, Chennai and Visakhapatnam.

In the hearing held on April 4,2013, the Hon''ble Bench of BIFR approved the proposal to allot 80.00 lacs, share warrants to promoters as per SEBI pricing Guidelines.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the

Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 year.

iii) proper and sufficient care has been taken 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.

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

PERSONNEL ''

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees, who were in receipt of remuneration of Rs. 24,00,000/- or more per annum, if employed for the full year or Rs. 2,00,000/- or more per month, if employed for part of the year.

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

Information in accordance with 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 is given in the Annexure ''B'' forming part of this Report. Form ''A'' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

FUTURE PROSPECTS

We are renowned manufacturers of M S Barrels of 210 litres each with a Pan India presence. Our units are located at Daman (Union Territory), Chennai, Kolkata and Rai (Sonipat, Haryana) and Vishakhapatnam within the industrial purview. Our name in the barrel industry has become synomous with quality, dependability, consumer friendly relations, affordable consumer price and after sales-service. We are ranking second on all

India basis and first in Private sector in manufacturing M S Barrels and in expanding our network in all over India and hence our presence is felt in almost all the regions. Our products are consumed to a large extent by Oil Rich Companies i.e. Hindustan Petroleum Corporation Ltd., Bharat Petroleum Corporation Ltd., Indian Oil Corporation Ltd., Mother Dairy and Blue Chip Companies like Reliance Industries etc. Year on year the demand for the products is very healthy. The Directors trust that the future prospects are encouraging for the Company has the Plant and Machinery is the most ultra modern and sophisticated and your Company''s products have got recurring demand and they have been used in Industrial Application.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi, are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates to be re-appointed as Statutory Auditors.

EXPANSION ACTIVITY

Your Company has got ambitious plans to put up additional factories at different locations to enlarge its market share.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company''s Bankers, Financial Institutions for their timely assistance and co-operation in the working of your Company. Your Directors also thank the customers, shareholders and the suppliers of your Company for their co-operation and valuable support.



FOR AND ON BEHALF OF THE BOARD



(DR. JAYESH VINODRAI VALIA)

EXECUTIVE CHAIRMAN



PLACE : MUMBAI

DATED: 13.8.2013


Mar 31, 2010

The Directors are pleased to present the Seventeenth Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Amount in Rupees)

Year ended Year ended 31/3/2010 31/3/2009

Turnover 1036698977 1077219085

Profit/(Loss) Before

Depreciation, Finance

Charges & Taxation 114001719 160178497

Profit/(Loss) before

Depreciation & Taxation 37336448 75164440 Profit/(Loss) after

Depreciation & Taxation 10359160 52691593

Surplus (Deficit) of Profit and

Loss Account of earlier year 11049374 56889707

Balance carried over to

Balance Sheet 12726820 11049374

DIVIDEND

During the year under review, owing to the accumulated losses, the directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

During the year under review Dr. Jayesh Vinodrai Valia, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Ganesan Venkatraman joined the Board on August 21, 2010. He is an Additional Director and requires consent from the Members.

Mr. Shashikant Krishna Kittur who held the Directorship of the Company has ceased to be the Director with effect from August 11, 2010 due to his expiry. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

REFERENCE TO BIFR

Your Company has been declared sick by the Honourable Board for Industrial And Financial Reconstruction, New Delhi.(BIFR) on January 20,2006, and your Company has filed Rehabilitation Scheme as required with the concerned authorities in the prescribed time. The Operating Agency (OA) had processed the Rehabilitation Scheme and has forwarded the same to the Honble BIFR with its comments thereon and it is in the process for getting approval of the Honble BIFR in the nature of Draft Rehabilitation Scheme.

Your Company was declared as a Sick Industrial Company by the Honble BIFR by its Order dated January 20,2006. However,

GSFC challenged that order by appealing to the Honble AAIFR under the pretext that they were not heard and the appeal was allowed and the issue was remanded back to Honble BIFR for proceeding according to the law vide its order dated 18.12.2008.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true 5nd 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 year.

iii) proper and sufficient care has been taken 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.

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

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees, who were in receipt of remuneration of Rs.24,00,000/- or more per annum, if employed for the full year or Rs.2,00,000/- or more per month, if employed for part of the year.

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

Information in accordance with 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 is given in the Annexure B forming part of this Report. Form A requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

FUTURE PROSPECTS

We are renowned manufacturers of M S Barrels of 210 litres each with a Pan India presence. Our units are located at Daman (Union Territory), Chennai, Kolkata and Rai (Sonipat, Haryana)within the industrial purview. Our name in the barrel

industry has become synomous with quality, dependability, consumer friendly relations, affordable consumer price and after sales-service. We are ranking second on all India basis and first in Private sector in manufacturing M S Barrels and in expanding our network in all over India and hence our presence is felt in almost all the regions. Our products are consumed to a large extent by Oil Rich Companies i.e. Hindustan Petroleum Corporation Ltd., Bharat Petroleum Corporation Ltd., Indian Oil Corporation Ltd., Mother Dairy and Blue Chip Companies like Reliance Industries etc. Year on year the demand for the products is very healthy.

The Directors trust that the future prospects are encouraging for the Company as the Plant and Machinery is the most ultra modem and sophisticated and your Companys products have got recurring demand and they have been used in Industrial Application.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi, are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates to be re-appointed as Statutory Auditors.

EXPANSION ACTIVITY

Your Company has set up additional manufacturing facilities at Chennai, Kolkatta and Rai (Sonipat, Haryana) respectively during the year under review. There is a smooth sailing. Your Company has got ambitious plans to put up additional factories at different locations to enlarge its market share.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

The Auditors have qualified their report in respect of noncompliance of certain Corporate Governance norms referred to in the coverage on Corporate Governance Report forming part of the Annual Report. The said Corporate Governance Report on non-Compliance with Clause 49 of the Listing Agreement is self-explanatory and do not require further elucidation.

Your Company could not comply with the statutory requirements of formation of various Committees due to inadequacy of strength of Directors.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Companys Bankers, Financial Institutions for their timely assistance and co-operation in the working of your Company. Your Directors also thank the customers, shareholders and the suppliers of your Company for their co-operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA)

EXECUTIVE CHAIRMAN

PLACE : MUMBAI DATED: 21.8.2010

 
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