Directors Report of Caprolactam Chemicals Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts for the year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS

Particulars 31st March,2014 31st March,2013

Profits /Loss (before interest depreciation and taxation) -9,81,813 72,01,116

Less: Interest 7,904 25,978

Depreciation 18,70,613 21,86,826

Profit /Loss before Tax -28,60,329 49,88,312

Less :Provision for Taxation 0 9,65,330

Add : Deferred Tax Benefit 1,55,988 1,81,457

Profit/Loss aftertax -27,04,341 42,04,439

The Company''s operation remained confined mainly to job work. Your Directors are taking various initiatives for improving the condition of the Company.

DIVIDEND

In order to conserve the financial resources of the Company, your Directors deem fit not to recommend any dividend for the year under review.

BIFR

Your company was registered as sick company by the Board of Industrial and Finance Reconstruction (BIFR) in the year 2001. The net worth of the company as per balance sheet of the year ending 31-12-2006 has turned positive which has been considered by the (BIFR) bench and the Bench allowed the MA and therefore, your company has been de-registered (Case No.36/2001) from the purview of SICA/BIFR. The case of the winding up of order of the Bombay High Court is still pending for the hearing.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, Mr. Vikram P Adagale and Mr. Rajesh P Mange retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 of the company for that period

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

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

5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate were operating effectively.

6. 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.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors'' certificate regarding compliance of conditions of corporate governance as stipulated in Clause 49 of Listing Agreement and Management Discussion and Analysis Report are annexed to this Report.

LISTING FEE PAYMENT

The Company''s securities are listed on the Bombay Stock Exchange Limited and the Company has paid Annual Listing fee for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956. FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

The information as required under 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 and forming part of Directors'' Report for the year ended 31st March, 2014 is annexed and forms a part of this Report.

INDEPENDENT DIRECTORS:

The Independent Directors of the Company had submitted their declaration in the First Board meetings of the directors that they meet the criteria of the Independence as provided in sub-section 6 of section 149 of companies Act 2013.

VIGIL MECHANISM:

In pursuant to the provisions of section 177 (9) & (10) of the companies Act, 2013 a vigil mechanism for directors and employees to report the genuine concerns has been established.

AUDITORS:

Mr. Jatin Shah, Chartered Accountant, Auditor of the Company, retires at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. The Board recommends appointment of Mr. Jatin. Shah as the statutory auditor of the Company for the next year.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 during the financial year under review and a copy of such certificate is annexed to this Report.

ACKNOWLEDGEMENT:

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities. Your Directors acknowledge the contribution made by the Company''s personnel at all levels.

For and on behalf of the Board of Directors PLACE: Mahad (Mrs. Zaver S. Bhanushali) DATE: 30th May, 2014 Chairperson and Managing Director

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Mar 31, 2013

TO, The Members,

The Directors have pleasure in presenting their 24lhAnnual Report together with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

Partlcuars 31stMarch,2013 31stMarch.2012

Profits/Loss (before interest depreciation and taxation) 72,01416 39,02,125

Less: Interest 25,928 46,830

Depreciation 21,86,826 25,13,051

Profit /loss before Tax 49,88,312 13,42,243

Less Provision for Taxation 9,65,330 2,55,765

Add : Deferred Tax Benefit 1,81,457 2,01,286

Profit/Loss aftertax 42,04,439 12,87,755

The Company''s operation remained confined mainly to job work. Your Directors are taking various initiatives for improving the

condition of the Company.

DIVIDEND

In order to comerve the financial resources of the Company, your Directors deem fit not to recommend any dividend for the year under review.

BIFR

Your company was registered as sick company by the Board of Industrial and Finance Reconstruction(BIFR) in the year 2001.The net worth of the company as per balance sheet of the year ending 31-12-2006 has turned positive which has been considered by the (BIFR) bench and the Bench allowed the MA and therefore, your company has been de-registered (Case No.36/2001) from the purview of SICA/SIFR. The case of the winding up of order of the Bombay High Court is still pending for the hearing.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, Mr.Siddharth S Bhanushaliand Mr.Vasant L Mange retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

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

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

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

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors'' certificate regarding compliance of conditions of corporate governance as stipulated in Clause 49 of Listing Agreement and Management Discussion and Analysis Report are annexed to this Report.

LISTING FEE PAYMENT

The Company''s securities are listed on the Bombay Stock Exchange Limited and the Company has paid Annual Listing fee for the financial year 2013-14.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956.

FIXEPpSfTS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ETC.

The information as required under Section 217{l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors'' Report for the year ended 3l" March, 2013 is annexed and forms a part of this Report.

AUDITORS:

Mr Jatin V. Shah, Chartered Accountant, Auditor of the Company, retires at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. The Board recommends appointment of MrJatin. V. Shah as the statutory auditor of the Company for the next year.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 during the financial year under review and a copy of such certificate is annexpd to this Report.

ACKNOWLEDGEMENT:

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities. Your Directors acknowledge the contribution made by the Company''s personnel at all levels.

For and on behalf of the Board of Directors

PLACE: Mahad (Mrs.ZaverS. Bhanushali)

DATE: 31s,July, 2013 Chairperson and Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts for the year ended on 31 March, 2012.

FINANCIAL HIGHLIGHTS

Particulars 3lST March,2012 3lST March.2011

Profits /Loss (before interest depreciation and taxation) 39,02,124 3,115,979

Less: Interest 46,830 4,438

Depredation 25,13,051 2,330,431

Profit/Loss before Tax 13,42,243 781,110

Less :Provislon for Taxation 2,55,765 144,818

Add: Deferred Tax Benefit 2,01,286 196,761

Profit/Loss after tax 12,87,765 833,053

The Company s operation remained confined mainly to job work. Your Directors are taking various initiatives for impfoving the condition of the Company.

DIVIDEND

In order to conserve the financial resources of the Company, your Directors deem fit not to recommend any dividend for the year under review.

BIFR

Your company was registered as sick company by the Board of Industrial and Finance Reconstruction(BIFR). The company had filled an appeal with AAIFR, New Delhi against winding up order of BIFR dated 5"' July, 2011 and AAIFR has set a site the order of BIFR on 9 " July 2012 and remand the case back to BIFR with direction to consider the claim of the company that its net-worth has turned positive as , on 31-12-2006. The bench observed that net-worth of the company as per balance sheet of the year ending 31-12-2006 has turned 1 positive and accordingly, the Bench allowed the MA and therefore, de-registered your company (Case No.36/2001) from the purview of SICA/BIFR. The case against winding of order of the Bombay High Court is still pending for the hearing.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, Mr. Vikram P Adangle and Mr. Rajesh P Mange retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

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

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

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with Auditors certificate regarding compliance of conditions of corporate governance as stipulated in Clause 49 of Listing Agreement and Management Discussion and Analysis Report are annexed to this Report.

LISTING FEE PAYMENT

The Company s securities are listed on the Bombay Stock Exchange Limited and the Company has paid Annual Listing fee for the financial year 2012-13.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956. FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

CONSERVATION OF ENER6V. TECHNOLOGY ABSORPTION ETC.

The information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors Report for the year ended 3lst March, 2012 is annexed and forms a part of this Report.

AUDITORS:

Mr. Jatin V. Shah, Chartered Accountant, Auditor of the Company, retires at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. The Board recommends appointment of Mr. Jatin. V. Shah as the statutory auditor of the Company for the next year.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 during the financial year under review and a copy of such certificate is annexed to this Report.

ACKNOWLEDGEMENT:

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities. Your Directors acknowledge the contribution made by the Company s personnel at all levels.

For and on behalf of the Board of Directors

PLACE: Mahad (Mrs.7aver S. Bhanushali)

DATE: 30th July, 2012 Chairperson and Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Accounts for the year ended on 31" March, 2010.

FINANCIAL HIGHLIGHTS

Particulars 31st March.2010 3lst March.2009

Profits /Loss (31.12,122) S8.42.489

(before interest .depreciation and taxation)

Less: Interest - -

Depreciation 21,48,172 24.19,344

Profit /Loss before Tax (9,63,950) 34,23,145

Less Provision for Taxation - 3,84,675

Add : Deferred Tax Benefit 2,40,601 3.05.922

Profit/loss aftertax (7.23.349) 33.44,392

Due to stiff competition and complexity of the operation, the Companys result are not satisfactory, The Companys operation remained confined mainly to job work. Your Directors are taking various initiatives for improving the condition of the Company.

DIVIDEND

in view of the accumulated losses, your Directors have not recommended any dividend for the year.

BIFR

Your Company has been registered as sick company by the Board for Industrial and Financial Reconstruction (BIFR) under Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company has submitted the scheme which envisages relief and concession from State and Central Government as per their guideline/packages. Further progress is awaited.

DIRECTORS

In accordance with the provision of the Companies Act. 1956, Mr. Vikram Adagale retire by rotation and being eligible offers himself for re- appointment. The Board of Directors have re-appointed Mis. Zaver S Bhanushali as Managing Director of the Company w.e.f 1st August, 2010 for a period of five years subject to all necessary approvals including of Members. Mr. Vasant Mange and Mr. Rajesh Mange were co-opted or 30th September,2009 as additional directors of the Company till the date of the annual general meeting. Directors recommend their appointment as Cirectors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:

1 That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

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

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

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

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with Auditors certificate regarding compliance of conditions of corporate governance as stipulated in Clause 49 of Listing Agreement and Management Discussion and Analysis Report are annexed to this Report.

LISTING FEE PAYMENT

The Companys securities are listed on the Bombay Stock Exchange Limited and the Company has paid Annual Listing fee for the financial year 2010-11.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 19S6.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ETC

The information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Roles, 1988 and forming part of Directors Report for the year ended 31st March. 2010 is annexed and forms a part of this Report.

AUDITORS:

- M/s.Sumaria & Sumarla, Chartered Accountants, Mumbai will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re appointment. The Board recommends their appointment as the staiutory auditors of the Company for the next year.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act. 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Corrpanies Act, 1956 during the financial year under review and a copy of such certificate is annexed to this Report.

ACKNOWLEDGEMENT:

Yours Directors record their appreciation for the valuable cooperation extended by Banks and concerned Government and other authorities. Your Directors acknowledge the contribution made by the Companys personnel at all levels.

Place: Mahad For and an behalf of the Board of Directors

Date:7th June,2010 (Mrs.ZaverS. Bhanushali)

Chairperson & Managing Director