Directors Report of Adarsh Plant Protect Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 23rd ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2015.

FINANCIAL RESULTS

The Summery of the financial performance of the Company for the year ended 31st March, 2015 compared to the previous year is as below:

(Rs. in Lacs)

2014-15 2013-14

1 Turnover 885.99 784.07

2 Other Income 5.86 7.98

3 Total Income 891.85 792.05

4 Profit/(Loss) Before Depreciation, Interest and Tax (13.9) 17.52

Less/Add : Interest 53.12 49.27

Depreciation 5.65 9.39

5 Profit/(Loss) Before Taxation (72.67) (41.14)

6 Income Tax - -

7 Profit /(Loss) After Taxation (72.67) (41.14)

8 Prior year's Expenses - -

9 Profit/(Loss) for the year (72.67) (41.14)

CURRENT YEAR PERFORMANCE

The turnover of the Company has increased from Rs. 784.07 Lakhs to Rs. 885.99 Lakhs in current financial year but the other income has decreased to Rs. 5.86 Lakhs from Rs. 7.98 Lakhs in current year.

The Company failed to achieve targeted results as the product is an Agriculture product and mainly depended on Government policies and its demand is seasonal. Earlier many subsidies were provided by State Government but now the schemes of subsidies are modified by the Government and also the percentage of the Subsidies has decreased considerably. The cost of Raw material and Transportation Cost has increased and at the same time the price of product was decreased so Company could not reach at desired results. Also the tenders floated by Government were very less and Company could not encash the floated tenders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with Stock Exchange, the Management discussion and analysis report is enclosed herewith as Annexure-1.

DIVIDEND

In view of the continued accumulated losses incurred by the Company, your Directors do not recommend dividend on Equity Shares for the year ended on 31st March, 2015.

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 9,91,15,000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor Sweat Equity.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) i n the preparation of the Annual Accounts for the year ended on 31st March, 2015, 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 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, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE REPORT

Your Company has always given priority to incorporate standards for Good Corporate Governance.

It has taken all necessary steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed herewith as Annexure-2.

Certificate from the Secretarial Auditor D. G. Bhimani & Associates, Company Secretary confirming the Compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report as Annexure-3.

CODE OF CONDUCT

Your Company has, in compliance of Clause 49(l) of the Listing Agreement, formulated Code of Conduct for it's Directors, Senior Management and the Employees of the Company. All the Directors, Senior Management and the Employees have complied with this Code for the Financial Year 2014-15.A declaration for compliance with this Code of Conduct has been given by Chairman of the Company and such declaration forms part of this report.

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

The particulars as prescribed in Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014, are enclosed herewith as Annexure - 4 .

INSURANCE

The whole properties of the Company have been insured properly and the Company has taken necessary general insurance.

AUDITORS AND AUDITOR'S REPORT

a. Statutory Auditor:

The Company's Auditor M/S Mukund & Rohit, Chartered Accountants, Vadodara were appointed as the Auditor to hold office up to this Annual General Meeting. As required under the Companies Act, 2013, they shall hold office for a maximum period of three years. Therefore, the Board proposed to appoint them for their remaining term of two years from the conclusion of 23rd AGM.

The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditor:

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Board has appointed Mr. D. G. Bhimani, Practicing Company Secretary for Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure- 5.

EXTRACT OF THE ANNUAL RETURN

The Details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure- 6.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS HELD DURING THE YEAR

The Board of Directors duly met 4 times during the Financial Year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

28th May, 2014,5th August, 2014, 13th November, 2014 and 7th February, 2015.

DIRECTORS

Mr. Naishadbhai N Patel will retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for reappointment.

Your Directors state that Mr. Kiranbhai M. Patel, Mr. Arvindbhai V. Shah, Mr. Jagdishbhai I. Patel were appointed as Independent Directors for the period of 5 years at the 22nd Annual General Meeting held on 8th September, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DEPOSITS

Company has not accepted any deposits under the meaning of Section 73 of the Companies Act, 2013 and rules made there under.

LOANS, GUARANTEES OR INVESTMENTS

Your company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provided security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

POLICY ON DIRECTORS, KMP'S APPOINTMENT AND REMUNERATION

The policy of the Company on Director's and KMP's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Director and other matters provided under Section 178 sub-section 3 of the Companies Act- 2013. The same was approved by the Board. The Nomination and Remuneration Policy of the Company has been uploaded on the website of the Company www.adarshplant.com.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Listing Agreement and also pursuant to provision of Section 177(9) & (10) of the Companies Act 2013. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.adarshplant.com.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Risk affects every organization by one way or other. Thus planning to handle such risk in future is of vital importance for every organization. Your Company always focuses on identifying and monitoring the risk and to take precautionary steps for risks affecting to your Company. There are certain risks like Price Risk, Government Policies, Human Resource, Competition etc. and have planned to manage such risk by adopting best management practices.

ANNUAL FORMAL BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTY

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 has been disclosed in Form No. AOC -2 and is annexed herewith as Annexure - 7.

PARTICULARS OF EMPLOYEES

The information required as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personal ) Rules, 1975, in respect of employees of the Company and Directors is furnished here under.

Sr. Name Designation Remuneration Remuneration No paid paid FY 2014-15 FY 2013-14

1 Mr. Naishadbhai Chairman 0 39800 N Patel

2 Mr. Atish N Patel MD 0 36296

3 Miss. Devangi R. *CS 73647 0 Zinzuvadiya

4 Mr. Shantidutt *CFO 1,82,950 0 J Parmar

Sr. Name Increase Ratio/Times No from median of previous employee year remuneration

1 Mr. Naishadbhai N Patel -39800 0

2 Mr. Atish N Patel -36296 0

3 Miss. Devangi R. 73647 0.63 Zinzuvadiya

4 Mr. Shantidutt J Parmar 1,82,950 156

* Appointment of CS & CFO were made in November 2014.

DETAILS OF ORDER PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company's Operation in the future.

Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, Advisors, Auditors and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors Place: Vithal Udyognagar Naishadbhai Patel Date: 12th August, 2015 Chairman DIN No. 00082749

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this 22nd ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2014.

FINANCIAL RESULTS

The Summery of the financial performance of the Company for the year ended 31st March, 2014 compared to the previous year is as below:

(Rs-in Lacs)

2013-2014 2012-2013

1 Turnover 784.07 302.14

2 Other Income 7.98 66.24

3 Total Income 792.05 36.08

4 Profit(Loss) Before Depreciation, Interest and Tax 17,52 40.14

5 Less/Add : Interest 49.27 39.12

6 Income Tax 9.39 15.74

7 Profit /(Loss) After Taxation (41.14) (14.72)

8 Prior year's Expenses - -

9 Profit/(Loss) for the year (41-14) <14.72)

CURRENT YEAR PERFORMANCE

During the year under review there is in the turnover to Rs. 784.07 from Rs. 302.14 lacs in the previous year and it is mainly because of advert market effect. Other income has also decreased to Rs. 7.98 lacs from Rs.66.24 lacs in the previous year.

The company is unable to achieve targeted turnover as the product of the Company is sold through government department. The process involves, floating of tender, short listing and due to reasons beyond I control of The company some of the tenders could not be encased by the company as for one or the other reason the administrative clearance from district level could not be released. The product being of seasonal nature for whatever reason the orders are not cleared in time, the requirement will automatically shifts to next season,

Considering the fact the company had expanded the product line and the new product lines are now gaining good response, the Company introduced Seed Dressing Drums and that has generated good response and has almost kept the Company floating.

The management had started manufacturing of M. S. I G. I. Barrels and due to shortage of funds the project was stretched beyond estimated time of implementation by at least 6 months. The management has commenced production but shortage of funds is still making the production grow at a slow pack The management full optimistic on the product front and expecting booking orders worth Rs.700 Lacs .n the current year.

BARREL MAMIIFACTURIN PLANT - PRFSENT SENARIQ

Dung this financial year the management decided to concentrate & develop Specialized barrels Hogg. Balance Sheet) barrels & Composite barrels and looking lo the current Economic Scenario and slow-down n the Export Market. the value addition are better and comparatively gives us better edge In catering to this segment.

In consideration of the above, we put in all out efforts to capture the prestigious glad to state that we were able to achieve a Sales Turn Over of around 5 Crores in which 86 k of the barrels sold were of G.l. Barrels.

Waran proudly state that in a short span of 17 to 18 months our production increased gradually and steadily arid our Sly SEE. were very well accepted by our valued customers making us the major supplier of barrels to them.

DIVIDEND

In view of the continued accumulated losses incurred by the Company In previous years your Directors do not recommend dividend on Equity Shares for the year ended on 31st March. 2014.

INDEPENDENT DIRECTORS

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of Independent Directors by a hosted Company. view of the amended guidelines it is proposed to appoint Shri Kiranbhai Patel. Shri Arvindbhai Shah and Shri Jagdishbhai Patel as Independent Directors of the Company.

Resolutions seeking approval of the Shareholders for their appointment have been incorporated in the notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217<2AA) of the Companies Act. 1956, the Board of Directors of your Company State that:

1 in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2.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 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 Company for that period;

3.the Directors have taken proper and Sufficient care of 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;

4. the Directors have prepared the Annual Accounts on a going concern basis

INSURANCE

The whole of the properties of the Company have been suitably insured and your Directors have taken care to take all necessary general insurances.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act. 1956 and Rules made (here under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the Management's Discussion and Analysis appearing as Annexure -1 to this Report.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT Your Company has always given priority to incorporate Standards for Good Corporate Governance .it has taken adequate Steps to ensure that the provisions of Corporate Governance as prescribed pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are complied with.

A detailed report on the Corporate Governance is appearing as Annexure - 2 to this report.

CONSERVAT.ON OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE Earnings AND OUTGO

As required by the Companies (Disclosure of particulars in the Report of Directors) Rules,1988,the relevant date pertaining to Conservation of Energy , Technology Absorption and Foreign Earnings and Outgo are given in Annexure - 3 to this report.

AUDITORS The Company's Auditors M/S Mukund & phit, Chartered Accountants, Vadodara retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment, The members are requested to appoint Statutory for the current year and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere apprecistion for the whole-hearrted support and the cooperation extended to the company by its Vendors ,Customers ,Bankers and Financial Institutions, Central and state Government Authorities, Advisors, Auditors, Shareholders and the society at large .

Your Directors also place on record their apprecistion for the Contribution and hard Work of the employees across all levels including sub-vendors and sub- contractors entire teams and their Commitment, inspiration and hard work to put your Company in its present position.

ON BEHALF OF THE BOARD OF DIRECTORS

Date 05.08.2014 NAISHADBHA. PATEL ATISH PATEL

Place V.THAL UDYOGNAGAR CHA!RMAN MANAGING DIRECTOR

DIN : 00082749 DIN : 00084015

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting this 21st ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2013.

FINANCIAL RESULTS

The Summery of the financial performance of the Company for the year ended 31st March, 2012 compared to the previous year is as below:

(Rs. in Lacs)

2012-2013 2011-2012

1 Turnover 302.14 521.23

2 Other Income 66.24 148.86

3 Total Income 368.38 670.09

4 Profit/(Loss) Before Depreciation, Interest and Tax 40.14 (11.97)

Less/Add: Interest 39.12 35.07

Depreciation 15.74 15.92

5 Profit/(Loss) Before Taxation (14.72) (62.96)

6 Income Tax - -

7 Profit /(Loss) After Taxation (14.72) (62.96)

8 Prior year''s Expenses - 00.26

9 Profit/(Loss) for the year (14.72) (63.22)

CURRENT YEAR PERFORMANCE

During the year under review there is a decrease in the turnover to 302.14 lacs from Rs.521.23 lacs in the previous year and it is mainly because of adverse market effect. Other income has also decreased to Rs. 66.24 lacs from Rs. 148.86 lacs in the previous year.

In the current year orders from Agriculture Dept., Rajasthan valued around Rs.440 Lakhs has been received and execution is completed. The order is in final stage of finalization from Agriculture Department, Jammu & Kashmir around Rs.300 lakhs.

The company is unable to achieve targeted turnover as the product of the Company is sold through government department. The process involves, floating of tender, short listing and due to reasons beyond control of the company some of the tenders could not be encased by the company as for one or the other reason the administrative clearance from district level could not be released. The product being of seasonal nature for whatever reason the orders are not cleared in time, the requirement will automatically shifts to next season.

Considering the fact the company had expanded the product line and the new product lines are now gaining good response, the Company introduced Seed Dressing. Drums and that has generated good response and has almost kept the Company floating.

The management had pumped in nearly Rs.200 Lakh to set up new plant for manufacturing M. S. / G. I. Barrels and due to shortage of funds the project was stretched beyond estimated time of implementation by at least 6 months. The management has commenced production but shortage of funds is still making the production grow at a slow pace. The management is optimistic on the product front and expecting booking orders worth Rs.700 Lacs in the current year.

BARREL MANUFACTURING PLANT A PRESENT SENARIO

The barrel plant has been successfully commissioned in the second half of November, 2012 and looking to the current Economic Scenario and slow down in the Export Market, the management decided to concentrate & develop Specialized barrels like G.I. (G.P. Sheet) barrels & Composite barrels, where in the value additions are better and comparatively less competitions in catering to this segment.

We are glad to state that we have successfully developed G.I. (G.P. Sheet) barrels, M. S. Epoxy Coated barrels and our marketing department has been able to start supplies to some prestigious customers namely:

Alembic Pharmaceuticals Limited.

Chemcon Specialty Chemicals Pvt. Limited.

Chemical Solutions

Jayant Agra Organics Limited.

Kutch Chemical Industries Limited.

Lanxess India Pvt. Limited

Shree Sulphurics Pvt, Limited

Transpek Industry Limited.

Our production is increasing month by month and plan to double our sales in the next Quarter.

In the meantime, we are also trying to develop Composite barrels, whereby we can increase our Customer Profile and also develop another value added product to help us fulfill our Company Goals & future plans.

DIVIDEND

In view of the continued accumulated losses incurred by the Company in previous years your Directors do not recommend dividend on Equity Shares for the year ended on 31st March, 2013.

DIRECTORS

Mr. Kiritbhai Patel, Promoter - Director of the Company resigned as Director of the Company and Board places on record his meritorious services rendered during his tenure as Director of the Company.

Mr. Jagdishbhai Patel and Mr. Arvindbhai Shah, Directors of the Company, retire by rotation as per the Articles of Association of the Company and they are eligible for re-appointment. Resolutions seeking approval of the Shareholders for their re-appointment have been incorporated in the Notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA).of the Companies Act, 1956, the Board of Directors of your Company State that:

1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 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. the Directors have taken proper and sufficient care of 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;

4. the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE

The whole of the properties of the Company have been suitably insured and your Directors have taken care to take all necessary general insurances.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure -1 to this Report.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company has always given priority to incorporate standards for Good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are complied with.

A detailed report on the Corporate Governance is appearing as Annexure - 2 to this report.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure - 3 to this report.

AUDITORS

The Company''s Auditors M/S Mukund & Rohit, Chartered Accountants, Vadodara retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The members are requested to appoint Statutory Auditors for the current year and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the whole-hearted support and the cooperation extended to the Company by its Vendors, Traders, Customers, Bankers and Financial Institutions, Central and State Government Authorities, Advisors, Auditors, Shareholders and the society at large.

Your Directors also place on record their appreciation for the contribution and hard work of employees across all levels, including sub-vendors and sub-contractors entire teams and their commitment, inspiration and hard work to put your Company in its present position.

ON BEHALF OF THE BOARD OF DIRECTORS

Date: 2nd August, 2013 NAISHADBHAI PATEL

Place: VITHAL UDYOGNAGAR CHAIRMAN & MG. DIRECTOR

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Mar 31, 2012

The Directors have pleasure in presenting this 20th ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2012.

FINANCIAL RESULTS

The Summery of the financial performance of the Company for the year ended 31st March, 2012 compared to the previous year is as below:

(Rs. in Lacs)

2011-2012 2010-2011

1 Turnover 521.23 607.98

2 Other Income 148.86 3.55

3 Total Income 670.09 611.53

4 Profit/(Loss) Before Depreciation, Interest and Tax (11.97) (37.63)

Less/Add : Interest 35.07 48.84

Depreciation 15.92 18.56

5 Profit/(Loss) Before Taxation (62.96) (105.03)

6 Income Tax - -

7 Profit /(Loss) After Taxation (62.96) (105.03)

8 Prior year's Expenses 00.26 00.47

9 Profit/(Loss) for the year (63.22) (105.50)

CURRENT YEAR PERFORMANCE

During the year under review there is a decrease in the turnover to Rs.521.23 lacs from Rs. 607.98 lacs in the previous year and it is mainly because of adverse market effect. Other income has increased to Rs. 148.86 lacs from Rs. 3.55 lacs in the previous year due to sale of properties.

DEVELOPMENT OF NEW BUSINESS - BARREL MANUFACTURING PLANT

The company is already engaged in manufacturing Seed Processing Barrels. This product contributed Rs.330 Lakh the year 2011-12 as against Rs.170 Lakh in 2010-11.

The Company after careful market research thought to diversify in to other products and accordingly decided to enter into manufacturing of M. S. and G. I. Barrels on the vacant space available in the premises of the Company. Proposed plant is to manufacture 10,000 Nos. per month standard barrels of 210 liters capacity.

The management has collected some details from market about the production capacities of various Barrel plants located in Gujarat. As per the information available total production capacity of these plants works out to 250,000 to 310,000 barrels per month. Of these three major suppliers are located in Daman/ Silvasa and cater to both Gujarat and Maharashtra and they account for 170,000 to 200,000 barrels per month. The second group of manufacturers, four in numbers, account for around 50,000 to 80,000 barrels per month. Other manufacturers account for around 32,000 to 40,000 barrels per month.

While analyzing the capacity and capability, the management feels that by adding standard types of barrels will give company reach into industry other than agribusiness area. This will reach out the market throughout the year and insulate from the cyclical demand from the Agriculture based market for seed processing barrels.

The management at present has planned to enter the standard barrel market as it has a wide application across different industries from chemicals to agro-based products.

As per the study by the management demand for standard barrels is around 100,000 barrels per month in Gujarat region and with new chemical plants coming up in SEZ like Dahej and Hajira the demand is expected to shoot up. As the nearness to user saves cost of transportation the management intends to compete with the supplies from outside Gujarat and also take slice from the new demand that is being created. The management has already put the marketing team in action and as per the estimate the company can consider at least 10,000 to 12,000 barrels per month from the first year operations. The management has already planned and commenced implementation and establishing manufacturing facilities at the existing manufacturing facility of the company.

DIVIDEND

In view of the continued accumulated losses incurred by the Company in previous years, your Directors do not recommend dividend on Equity Shares for the year ended on 31s1 March, 2012.

DELISTING FROM JAIPUR STOCK EXCHANGE

The Directors are pleased to inform the Shareholders that the Equity Shares of the Company are delisted from Jaipur Stock Exchange Limited with effect from 12lh December, 2011. Equity Shares of the Company continuous to be listed only on Bombay Stock Exchange.

DIRECTORS

Mr. Hariharbhai Patel, Director of the Company resigned as Director of the Company and Board places on record his meritorious services rendered during his tenure as Director of the Company.

Mr. Jagdishbhai Patel was appointed as an additional Director of the Company by the Board of Directors at its meeting held on 25,h May, 2012. The Company has received notice under section 257 from member for his appointment as Director and your directors recommend to appoint him as director.

Mr. Kiranbhai Patel and Mrs. Jyotiben Patel, Directors of the Company, retire by rotation as per the Articles of Association of the Company and they are eligible for re-appointment. Resolutions seeking approval of the Shareholders for their re-appointment have been incorporated in the Notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company State that:

1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 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. the Directors have taken proper and sufficient care of 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;

4. the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE

The whole of the properties of the Company have been suitably insured and your Directors have taken care to take all necessary general insurances.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the Management's Discussion and Analysis appearing as Annexure -1 to this Report'.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company has always given priority to incorporate standards for Good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are complied with.

A detailed report on the Corporate Governance is appearing as Annexure - 2 to this report.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure - 3 to this report.

AUDITORS

The Company's Auditors M/S Mukund & Rohit, Chartered Accountants, Vadodara retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The members are requested to appoint Statutory Auditors for the current year and fix their remuneration. .

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the whole-hearted support and the cooperation extended to the Company by its Vendors, Traders, Customers, Bankers and Financial Institutions, Central and State Government Authorities, Advisors, Auditors, Shareholders and the society at large.

Your Directors also place on record their appreciation for the contribution and hard work of employees across all levels, including sub-vendors and sub-contractors entire teams and their commitment, inspiration and hard work to put your Company in its present position.

ON BEHALF OF THE BOARD OF DIRECTORS

Date: 28th July, 2012 NAISHADBHAI PATEL

Place: VITHAL UDYOGNAGAR CHAIRMAN & MG. DIRECTOR

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting this 13th ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2011.

FINANCIAL RESULTS

The Summery of the financial performance of the Company for the year ended 31st March, 2011 compared to the previous year is as below:

(Rs. in Lacs) 2010-2011 2009-2010

1 Turnover 607.98 596.19

2 Other Income 3.55 3.21

3 Total income 611.53 599.40

4 Profit/(Loss) Before Depreciation, Interest and Tax (37.53) 63.58

Less/Add:Interest 48.84 44.09

Depreciation 18.56 18.05

5 Profit/(Loss) Before Taxation (105.03) 1.44

6 Income Tax 0.00 0.00

7 Profit /(Loss) After Taxation (105.03) 1.44

8 Prior year's Expenses 00.47 0.22

9 Profit(Loss) for the year (105.50) 1.22

During the year under review there is a marginal increase in the turnover to Rs.607.98 lacs from Rs. 596.19 lacs in the previous year and it is mainly because of non finalization of orders from Company's customers who are mainly various State Governments and subsidies given to farmers in the respective States. Other income has increased marginally to Rs. 3.55 lacs from Rs. 3.21 lacs in the previous year.

CURRENT YEAR PERFORMANCE

During the year under review the Company has obtained repeat order quantity of 9216 Manually Operated Seed Dressing Drumc worth Rs.299.98 lacs from Department of Agriculture, Punjab State and the same has been supplied as per schedule of delivery and the payment has been received against the supply.

DEVELOPMENT OF NEW BUSINESS - GEAR

Based on the proposed business opportunity in the engineering area, your company has altered tne object clause by passing necessary resolution by postal ballots. The company has also entered into preliminary agreement with authorized agent of Before S. A Poland, M/S Befared Gears Motors & Controls India Pvt., Ltd., to carry out the engineering works. However, since then, there was no response to perform the work as describe in the agreement and consequently, the company has not carried out any engineering activity. Whenever, the same will be actually confirmed, necessary resolution will be passed to commence the new business and declaration will be filed with the Registrar of Companies.

SALE OF ASSETS

To reduce the interest burden of inter corporate loan taken by the company, your Board recommended to pay the ICD by way of sale of assets and accordingly, after your approval by approving the resolution by way of postal ballot, the Company has set off the outstanding ICD against transfer of the immovable properties of the Company.

DIVIDEND

In view of the continued accumulated losses incurred by the Company in previous years your Directors do not recommend dividend on Equity Shares for the year ended on 31s" March, 2011.

DELISTING FROM AHMEDABAD STOCK EXCHANGE

The Directors are pleased to inform the Shareholders that the Equity Shares of the Company are delisted from Ahmadabad Stock Exchange with effect from 31s" March, 2011. Delisting approval from Jaipur Stock Exchange is awaited.

DIRECTORS

Shri Kiritbhai Patel and Shri Arvindbhai Shah, Directors of the Company, retire by rotation as per the Articles of Association of the Company and they are eligible for re-appointment. Resolutions seeking approval of the Shareholders for their re- appointment have been incorporated in the Notice of the ensuing Annual General Meeting.

During the year Shri Dikulbhai Patel, Director of the Company tendered his resignation from Directorship of the Company and the Board accepted the same. The Board deeply appreciated the services rendered by Shri Dikulbhai Patel as Director of the Company."

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company State that:

1. in the prepare*: *n of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 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. the Directors have taken proper and sufficient care of 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;

4. the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE

The whole of the properties of the Company have been suitably insured and your Directors have t3ken care to take all necessary general insurances.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the Management's Discussion and Analysis appearing as Annexure -1 to this Report.

PARTICULARS OF EMPLOYEES

None ot the employee is in receipt of remuneration in excess cf the limits prescribed under Section 2j7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company has always striven to incorporate standards for Good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are complied with.

A detailed report on the Corporate Governance is appearing as Annexure - 2 to this report.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure - 3 to this report.

AUDITORS

The Company's Auditors M/S Mukund & Rohit, Chartered Accountants, Vadodara retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The members are requested to appoint Statutory Auditors for the current year and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the whole-hearted support and the cooperation extended to the Company by its Vendors, Traders, Customers, Bankers and Financial Institutions, Central and State Government Authorities, Advisors, Auditors, Shareholders and the society at large.

Your Directors also place on record their appreciation for the contribution and hard work of employees across all levels, including sub-vendors and sub-contractors entire teams and their commitment, inspiration and hard work to put your Company in its present position.

ON BEHALF OF THE BOARD OF DIRECTORS

Date: 25,th August, 2011 ATISH PATEL NAISHADBHAI PATEL

Place: VITHAL UDYOGNAGAR XECUTIVE DIRECTOR CHARIMAN & MG DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting this 18th ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS

The Summery of the financial performance of the Company for the year ended 31st March, 2010 compared to the previous year is as below:

(Rs. in Lacs) 2009-2010 2008- 2009

1 Turnover 596.19 446788

2 Other Income 3.21 02.36

3 Total Income 599.40 449.24

4 Profit/(Loss) Before Depreciation, Interest and Tax 63.58 01.48

Less/Add : Interest 44.09 44.84

Depreciation 18.05 17.0

5 Profit/(Loss) Before Taxation 1.44 (61.56)

6 Income Tax & F. B. T. 0.00 00.50

7 Profit /(Loss) After Taxation 1.44 (61.56)

8 Prior years Expenses 0.22 0.00

9 Profit/(Loss) for the year 1.22 (61.56)

During the year under review there is a marginal increase in the turnover to Rs.596.19 lacs from Rs. 446.88 lacs in the previous year and it is mainly because of non finalization of orders from Companys customers who are mainly various State Governments and subsidies given to farmers in the respective States. Other income has increased marginally to Rs. 3.21 lacs from Rs. 2.36 lacs in the previous year.

DIVIDEND

In view of the continued accumulated losses incurred by the Company in previous years your Directors do not recommend dividend on Equity Shares for the year ended on 31st March, 2010

CURRENT PERFORMANCE

Your Directors are pleased to inform the Shareholders that, the Company has succsssfully supplied 55913 Nos. of Knapsack Sprayers out of the total quantity of order received.

Your Directors are also pleased to inform the Shareholders that, once again the Company has received opportunity to supply Seed Dressing Drums to Punjab State Government under Rate Contract for current yea; 2010-11 and have obtained valued order of 6144 Nos. worth Rs. 200 lacs.

The Company has obtained approval of Seed Dressing Drums and various Agriculture Plant Protection Equipments from majority States in India and hope to receive sizable orders from these States.

NEW AND RENEWABLE ENERGY

The Shareholders are aware that atmospheric global warning is picking up very fast and all of us need to be eco friendly for survival. The Company also felt that it would be advisable and profitable to venture in to renewable energy sector and become most efficient eco friendly by dealing in Solar based LED lights and Home products and there by serve mankind. The Company has developed infrastructure to produce components of Wind Mills and non-renewable Energy Equipments and continuously trying to obtain orders in competitive Market. i DIRECTORS

Mr Hariharbhai Patel and Mrs. Jyotiben Patel, Directors of the Company, relee by lOtation as per the Articles

of Association of the Company and they are eligible for re-appointment. Resolutions seeking approval of the

Shareholders for their re-appointment have been incorporated in the Notice of the ensuing Annual General

Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company state that:

i 1. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 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. the Directors have taken proper and sufficient care of 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;

4. the Directors have prepared the Annual Accounts on a going concern basis.

INSURANCE

The whole of the properties of the Company have been suitably insured and your Directors have taken care to take all necessary general insurances.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and Rules maJp there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company is given in the Managements Discussion and Analysis appearing asAnnexure -1 to this Report.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT

Your Company has always striven to incorporate standards for Good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges are complied with.

A detailed report on the Corporate Governance is appearing as Annexure - 2 to this report.

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

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given as Annexure - 3 to this report.

AUDITORS

The Companys Auditors M/S Mukund & Rohit, Chartered Accountants, Vadodara retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The members are requested to appoint Statutory Auditors for the current year and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the whole-hearted support and the cooperation extended to the Company by its Vendors, Traders, Customers, Bankers and Financial Institutions, Central and State Government Authorities, Advisors, Auditors, Shareholders and the society at large.

Your Directors also place on record their appreciation for the contribution and hard work of employees across all levels, including sub-vendors and sub-contractors entire teams and their commitment, inspiration and hard work to put your Company in its present position.

ON BEHALF OF THE BOARD OF DIRECTORS

Date: 27th July, 2010 ATISH PATEL NAISHADBHAI PATEL

Place: VITHAL UDYOGNAGAR EXECUTIVE DIRECTOR CHAIRMAN & MG. DIRECTOR