Directors Report of Baroda Extrusion Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Director's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Amount in Rs.)

Particulars Year ended Year ended on on 31-3-2015 31-3-2014

Revenue from Operations & Other Income 23,94,16,443 48,26,57,411

Less: Total Expenditure 25,91,48,975 54,58,76,614

OPERATING PROFIT (1,97,32,532) (6,32,19,203)

Less: Finance Costs 35,139 1,29,830

GROSS PROFIT/LOSS FOR THE YEAR (1,96,97,393) (6,30,89,373)

Less: Depreciation and Amortization expense 15,66,594 14,83,767



PROFIT/LOSS FOR THE YEAR (1,81,30,799) (6,16,05,606)

Less: Provision for Taxation 0 0

Less: Deferred Tax Liability 59,484 (3,77,785)

Less: Tax Adjustment of Previous Year 53,53,715 0

PROFT AFTER TAX (2,35,43,998) (6,12,27,821)

STATE OF COMPANY'S AFFAIRS

During the year under review, the total income of the Company was Rs. 23,94,16,443 against Rs. 48,26,57,411 in the previous year. The Company has occurred a loss after tax of Rs. 2,35,43,998 compared to Rs. 6,12,27,821 in the previous year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors' Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2015, the Company has not transferred any amount to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2015.

MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal and information.

DIRECTORS

Mr. Parasmal Kanugo has appointed as Managing Director on remuneration as decided in 24th Annual General Meeting held on 30th August, 2015 for term of three years with effect from 1st August 2015 till 31st August, 2018

As per Section 152 of the Companies Act, 2013, Mr. Parasmal Kanugo Director of the Company, retire by rotation at the ensuing Annual General meeting and offers himself for re-appointment.

Mr. Parasmal Kanugo is also director of M/s. Challenger Systems (India) Private Limited & M/s. Giri Prime Housing and Properties Private Limited.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2014-15

No. of Directors SN Date of Meeting Board Strength Present

1 30-05-2014 3 3

2 14-08-2014 3 3

3 12-11-2014 3 2

4 14-02-2015 3 3

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

AUDITORS' REPORT

1) Independent Auditors Report

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

2) Secretarial Audit Report

Pursuant to provision of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. K H RAO & Co., Practicing Company Secretaries to Conduct Secretarial Audit of your Company.

Secretarial Auditor's observation and Management's explanation to the Auditor's observation - The Director refers to the Auditor's observation in the Secretarial Audit Report and as required under Section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to this report.

COMMITTEES OF THE BOARD

During the year, in accordance with provisions of Companies Act, 2013, the Board of Directors of the Company has constituted/re constituted following 3 committees:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process. The Audit Committee Comprises of 3 Directors. The Chairman of the Audit Committee is a Non-executive and Independent Director. The Composition of the Audit Committee is as under:

The Company's Nomination and Remuneration Committee comprises of two Non-executive Directors and one Managing Director. The table sets out the composition of the Committee:

Position held in Category of Name of the Director the Committee the Director

Mr. Kesarichand Shah Chairperson Independent Director

Ms. Rina G. Patel Member Independent Director

Mr. Parasmal Kanugo Member Managing Director

2) Nomination & Remuneration Committee

The Company has re-constituted Nomination & Remuneration Committee and presently the Remuneration committee comprises of 3 (Three) Directors.

Position held in Category of Name of the Director the Committee the Director

Mr. Kesarichand Shah Chairperson Independent Director

Ms. Rina G. Patel Member Independent Director

Mr. Parasmal Kanugo Member Managing Director

3) Stakeholder Relationship Committee

The Board of Directors of the Company has renamed its 'shareholders'/Investors Grievance Committee' as Stakeholder Relationship Committee consisting of three members chaired by non executive Director. The Committee, inter-alia, deals with various matters relating to:

Position held in Category of Name of the Director the Committee the Director

Mr. Kesarichand Shah Member Independent Director

Ms. Rina G. Patel Chairperson Independent Director

Mr. Parasmal Kanugo Member Managing Director

LOANS, GUARANTEES AND INVESTMENTS

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015:

SN Date of Particular/Purpose/ Amountof Transaction Nature of Transaction Transaction

Company has not entered into any transaction covered under Section 186 of Companies Act, 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2015 for your kind perusal and information. The Company has not entered into any new contract or agreement under section 188 of Companies Act, 2013. In financial year 2014-15 and hence the provisions of Section 134(3)(h) is not attracted and has not prepared FORM No. AOC-2.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

KEY MANAGERIAL PERSONNEL

During the year under review, following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Parasmal Kanugo - Managing Director

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2015 are mentioned in the Extract of the Annual Return which is attached to the Directors' Report.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- IV

REPORT ON CORPORATE GOVERNANCE

In compliance with the provision of Clause 49 of the Listing Agreement, a separate report on Corporate Governance is annexed herewith as ANNEXURE: - V to this report. And Certificate from Managing Director/CEO issued in accordance with the provisions of Clause 49 of the Listing Agreement is annexed herewith as ANNEXURE: - VI

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN NAME AND ADDRESS CIN/GLN HOLDING/ % OF SHARES OF THE COMPANY SUBSIDIARY HELD ASSOCIATE

1. NIL

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.barodaextrusion.com

GENERAL

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

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

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of Board of Directors of M/s BARODA EXTRUSION LIMITED

Date: - 30-05-2015 SD/- Place: - Vadodara Parasmal Kanugo Managing Director DIN: 00920021

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Mar 31, 2013

The Directors take pleasure in presenting their Twenty Second Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended st 31 March 2013:

FINANCIAL RESULTS :

(Rs. in Lacs) Year ended on Year ended on 31-03-2013 31-03-2012

Total Income 5489.05 14520.51

Operating Expenses before Depreciation & Financial 61734.07 14316.70

Charges

Profit / (Loss) before depreciation & finance Charges (698.27) 203.81

Less / add :

Finance Charges 641.30 463.90

Depreciation & Write Off 31.66 31.23

Operating Profit/ (Loss) for the year (1357.31) (291.32)

Less: Prior period Adjustments

Tax Expense

Deferred Tax Liability (3.90)

Profit/(Loss) for the year (1359.34) (287.42)

DIVIDEND:

In view of loss during the year under review, your Directors do not recommend any dividend for the year.

OPERATIONS:

During the year under review, the manufacturing sales has decreased drastically as compared to previous year 2011-12. The decline in sales is mainly attributed to overall economic slowdown in the country.

The company could not achieve the desired level of net margin due to heavy interest burden as well as underutilization of the existing manufacturing capacity. Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIRECTORS :

Mr. Parasmal Bhagraj Kanugo is retiring by rotation and seeking reappointment. The brief resume of Mr. Parasmal Bhagraj Kanugo has been enumerated in the Corporate Governance forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposit) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS'' REPORT:

With reference to qualification of auditors relating to maintenance of accounts under ''Going Concern Basis'' in spite of accumulation of loss exceeding the Capital, the Company will take necessary steps in this direction soon. With reference to dues of SICOM Ltd., the Company is under process of negotiation & after due advise necessary steps will be taken. The Company is hopeful for recovery of doubtful debts in near future and hence not made provisions for the same. The Company will take necessary steps for implementation of retirement benefits as per AS 15.

With reference to physically verification of fixed assets & inventory, your company states that it has started the process of implementing during current financial year. The company has implemented the system of internal control procedure commensurate with the size of the company in current financial year. The Company has appointed firm of cost auditors and cost accountants for ensuring compliance for maintenance of cost records.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as at give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period.

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

d) the Directors have prepared the Annual Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable assets are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable timely financial assistance received from SICOM Ltd, Mumbai. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Registered Office: By order of the Board of Directors

Survey No. 65 – 66, For Baroda Extrusion Limited

Village Garadiya, Jarod – Samlaya Road, Taluka - Savli, Dist. – Vadodara. Sd/-

Date: May 30, 2013 Parasmal Kanugo

Chairman & Managing Director

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Mar 31, 2012

To, The Members of BARODA EXTRUSION LIMITED

The Directors take pleasure in presenting their Twenty First Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended 31st March 2012:

FINANCIAL RESULTS :

(Rs. in Lacs)

Year ended on Year ended on 31-03-2012 31-03-2011

Total Income 14520.51 9059.82

Operating Expenses before Depreciation & 14316.70 8532.81 Financial Charges

Profit / (Loss) before depreciation & finance 203.81 527.01 Charges

Less / add :

Finance Charges 463.90 359.66

Depreciation & Write Off 31.23 27.84

Operating Profit/ (Loss) for the year (291.32) 139.51

Less: Prior period Adjustments - -

Tax Expense - 56.86

Deferred Tax Liability (3.90) 3.13

Profit/(Loss) for the year (287.42) 79.52

DIVIDEND:

In view of loss during the year under review, your Directors do not recommend any dividend for the year.

OPERATIONS:

During the year under review, the manufacturing sales has increased compared to the previous year 2010-11. The tremendous growth in sales is mainly attributed to overall economic development.

The company could not achieve the desired level of net margin due to heavy interest burden as well as well as low yield due to use of Machinery which is comparatively very old and underutilization of the existing manufacturing capacity. Your directors are concentrating their utmost attention to upgrade the existing machinery to achieve a steady growth in sales and job work activity in the coming years.

DIRECTORS :

Mr. Kesrichand Shah is retiring by rotation and seeking reappointment. The brief resume of Mr. Kesrichand Shah has been enumerated in the Corporate Governance forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposit) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS' REPORT:

With reference to qualification of auditors your company has not physically verified the fixed assets during the year under review. Your company states that it has started the process of implementing during current financial year. With reference to qualification of auditors your company has started implementing the system of physical verification of inventory at reasonable intervals in current financial year. The Company is hopeful to recover doubtful debts of Rs. 30347853/- and hence it has not made any provision thereof. The Company has also started implementing cost records as prescribed by Central Government Section 209(1) (d) of the Companies Act, 1956. The company has implemented the system of internal control procedure commensurate with the size of the company in current financial year. Further, repayment of debts of SICOM Ltd. is under negotiation process.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as at give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period.

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

d) the Directors have prepared the Annual Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable assets are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable timely financial assistance. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

By order of the Board of Directors

For Baroda Extrusion Limited

Sd/-

Parasmal Kanugo

Chairman& Managing Director

Registered Office:

Survey No. 65 - 66,

Village Garadiya, Jarod - Samlaya Road,

Taluka - Savli, Dist. - Vadodara.

Date: 30/08/2012

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Mar 31, 2010

The Directors take pleasure in presenting their Nineteenth Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended 31 March 2010:

FINANCIAL RESULTS :

(Rs. in Lacs)

Year ended on Year ended on

31-03-2010 31-03-2009

Total Income 6662.56 3649.02

Operating Expenses before Depreciation & 6313.60 3027.65

Financial Charges

Profit / (Loss) before depreciation & 348.96 621.37

finance Charges Less / add :

Finance Charges 205.79 58.72

Depreciation & Write Off 24.65 23.46

Operating Profit for the year 118.52 539.19

Less: Prior period Adjustments - -

Tax Expense 46.27 38.35

Fringe Benefit Tax / Deferred Tax Liability 4.54 0.59

Profit for the year 67.71 500.25

Balance of loss Brought Forward 558.52 1058.77

Balance of loss carried to Balance Sheet 490.81 558.52

DIVIDEND:

With a view to conserve resources for the future growth as well as accumulated losses of previous years, your Directors do not recommend any dividend for the year.

OPERATIONS:

During the year under review, the manufacturing sales has increased by almost 67% over the previous year 2008-09. The Company has also entered into trading activity during the year 2009-10 with a view to increase profitability of the Company.. The tremendous growth in sales is mainly attributed to overall economic development as well as timely help by SICOM Ltd. by way of sanction of required Sales Bills Factoring facility.

The company could not achieve the desired level of net margin due to heavy interest burden as well as underutilization of the existing manufacturing capacity. Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIRECTORS :

Mr. Chandrakant Khushaldas is retiring by rotation and seeking reappointment. The brief resume of Chandrakant Khushaldas has been enumerated in the Corporate Governance forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposite) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates. Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS REPORT:

Clause 1 (b) of Annexure to Auditors Report:

With reference to qualification of auditors your company has not physically verified the fixed assets during the year under review. Your company states that it has started the process of implementing the during current financial year,

Clause 2 (a) & (b) of Annexure to Auditors Report:

With reference to qualification of auditors your company has started implementing the system of of physical verification of inventory at reasonable intervals in current financial year.

Clause 4 of Annexure to Auditors Report:

With reference to qualification of auditors your company has implemented the system of internal control procedure commensurate with the size of the company in current financial year.

Clause 7 of Annexure to Auditors Report:

With reference to qualification of auditors your company has aviled the services of outside firm of Chartered Accountants for setting up the system of internal audit during the year 2009-10. The Directors of the Company has taken necessary steps during the current year for strengthening the commensurate with the size of the company.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that: a) in preparing the Annual Accounts, applicable Accounting Standards have

been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as at give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period.

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

d) the Directors have prepared the Annual Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable assets are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable timely financial assistance SICOM Ltd, Mumbai. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

By Order of the Board of Directors

For Baroda Extrusions Ltd.,

sd/-

Parasmal Kanugo

Chairman & Managing Director

Registered Office:

Survey No. 65-66,

Village Garadiya, Jarod-Samalaya Road,

Taluka Savli, Dist: Vadodara.

Date: 01.09.2010

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Mar 31, 2009

The Directors take pleasure in presenting their Eighteen Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended 31st March 2009:

FINANCIAL RESULTS : (Rs. in Lacs)

Year ended on Year ended on 31-03-2009 31-03-2008

Sales Revenue 3005.72 2338.02

Other income 643.30 3.88

Total Income 3649.02 2341.90

Operating Expenses before Depreciation & 3027.65 2218.58

Financial Charges

Profit / (Loss) before depreciation & 621.37 123.32 finance Charges

Less / add : Finance Charges 58.72 55.92

Depreciation & Write Off 23.46 23.17

Operating Profit for the year 539.19 44.23

Less: Prior period Adjustments

Tax Expense 38.35 -

Fringe Benefit Tax 0.59 0.73

Profit for the year 500.25 43.5

Balance of loss Brought Forward 1058.78 1102.28

Balance of loss carried to Balance Sheet 558.53 1058.78

DIVIDEND:

Your Directors would like to inform you that the Company has declared sick company and registered under BIFR procedure as on 03.07.1998. The Company shall not declare any dividend to tis equity share holders without the prior approval of BIFR/MA during the period of rehabilitation, hence the Company has not declared any dividend during the period uncier review.

OPERATIONS:

During the year under review, the sales revenue stood at Rs. 3005.72 lacs for the year as against Rs. 2338.02 lacs in the previous year. The increase in sales is mainly on account of availability of new low-cost and need-based finance and corresponding increase in orders due to effective marketing. The job work income has also increased over the previous year from Rs. 36.35 lacs to Rs. 39.94 lacs.

The company could not achieve the desired level of net margin due to heavy interest burden as well as underutilization of the existing manufacturing capacity. As all dues of the banks have settled as per the revival scheme, your directors are hopefuLof achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIRECTORS:

Mr. Kesrichand Shah is retiring by rotation and seeking reappointment. The brief resume of Kesrichand Shah has been enumerated in the Corporate Governance forming part of this report. Mr. Sanjeev Jain ceased as director on 20.01.2009. The Board takes on record his sincere contribution towards the growth of the Company.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposite) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (IB) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS REPORT:

With reference to qualification of auditors for non compliance of various provisions of laws and accounting policies mentioned in auditors report, your company states that it wat under BIFR and tide up with its procedures, resulting to non compliance of above mentioned provisions in time.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit/Joss of the Company for that period.

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

d) the Directors have prepared the Annua! Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable goods are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable assistance and guidance given by the Bank of Baroda, Dena Bank and The South Indian Bank from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

By Order of the Board of Directors For Baroda Extrusions Ltd.,

sd/- Parasmal Kanugo Chairman & Managing Director Registered Office:

Survey No. 65-66, Village Garadiya, Jarod-Samalaya Road,Taluka Savli, Dist: Vadodara.

Date: 01-09-2009