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Directors Report of Captain Polyplast Ltd.

Mar 31, 2023

Your directors have pleasure in presenting the 26^th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS:

The audited financial statements of the Company as on March 31, 2023 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and provisions of the Companies Act, 2013 (âActâ).

The Financial highlight is depicted below:

(Rs. In Lakhs)

Particulars	CONSOLIDATED		STANDALONE
	Year Ended on 31.03.2023	Year Ended on 31.03.2022	Year Ended On 31.03.2023	Year Ended on 31.03.2022
Revenue from operations	22459.70	18516.85	22,459.70	18516.85
Other Income	288.72	198.91	288.72	198.91
Total Revenue	22748.42	18715.77	22,748.42	18715.77
Operating and Administrative expenses	20709.10	16971.76	20772.67	16971.76
Operating Profit before finance costs, Depreciation and Tax	2039.32	1744.01	1975.75	1744.01
Less: Depreciation and Amortization expenses	271.59	365.96	271.59	365.96
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	1767.73	1378.05	1704.16	1378.05
Less: Finance Costs	938.11	996.88	938.11	996.88
Less: Exceptional Item	0	0	0	0
Profit Before Tax (PBT)	829.62	381.17	766.05	381.17
Provision for Tax (Including Deferred Tax)	202	105.58	215.95	105.58
Profit after Tax	627.62	275.59	550.10	275.59
Other Comprehensive Income	31.78	160.87	-7.95	2.88
Total Comprehensive Income for the year	595.84	436.46	542.16	278.47
Profit available for appropriation	595.84	436.46	542.16	278.47

2. PERFORMANCE HIGHLIGHTS:A. REVENUE

During the year under review company has total revenue of Rs. 22748.42 lakhs as against the previous year turnover of Rs. 18715.77 lakhs which shows increase of 21.55 % in comparison with the previous year.

B. OPERATING AND ADMINISTRATIVE EXPENSES

The operating Expenses of Rs. 20772.67 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 16971.76 lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES

The depreciation Expenses of Rs. 271.59 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 365.96 Lacs showing decrease as compared to previous year.

D. FINANCE COST

The finance cost of Rs. 938.11 Lakhs during FY 2022-23, as compared to previous financial year 2021-22 incurred of Rs. 996.88 lakhs.

E. TOTAL PROFIT BEFORE AND AFTER TAX FOR THE YEAR

Profit before tax increased by 100.97% as compared to previous year. The net profit after tax of the company increased by 99.61% with compared to previous year.

F. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for F.Y. 2022-23 in the Statement of Profit & Loss as at March 31, 2023.

3. SHARE CAPITAL

The authorized share capital of the company is Rs. 11,00,00,000.00 (Rupees Eleven Crores) divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each and the Paid-up Equity Share Capital of the Company as on March 31, 2023 was LlO.075 crore comprising of 50378790 equity shares of L2 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the financial year 2023-24, to Bombay Stock Exchange, where its equity shares are listed.

Further the board of directors in its meeting held on 28.04.2023 has, inter-alia, considered and approved the Increase in authorized share capital of the company from existing Rs11,00,00,000.00 (Rupees Eleven Crores) divided into 5,50,00,000 (Five Crore Fifty Lakhs) Equity Shares of Rs. 2/- each to Rs.13,00,00,000 (Rupees Thirteen Crore) divided into 6,50,00,000 (Six Crore Fifty Lakhs) Equity Shares of Rs. 2/- each subject to approval of members in EGM to be held on 26.05.2023.

4. DIVIDENDS:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Company''s dividend track, has decided that it would be prudent, not to recommend any Dividend for the year under review.

5. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. Further board of directors in its meeting held on 28.04.2023 has, inter-alia, considered and approved Issue of 50,00,000 convertible warrants on preferential basis to be converted into equal number of equity shares within a period of 18 months from the date of allotment to promoters of the Company as detailed hereunder, subject to the approval of the Shareholders of the Company in upcoming EGM to be held on 26.05.2023 , in terms of the provisions of the Companies Act, 2013, SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2018 and further amendments and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended .

6. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. BOARD COMPOSITION

- Mr. Ramesh D. Khichadia (Managing Director),

- Mr. Ritesh R. Khichadia (Whole Time Director),

- Mr. Kaushik Mori (Chief Financial Officer) and

- Mrs. Khyati S. Mehta (company Secretary) are the Whole-time Key Managerial Personnel of the Company.

- Mr. Gopal D. Khichadia (Non-Executive Director),

- Mr. Harshadray L. Patel (Independent Director)

- Mrs. Anjana P. Paghadar (Independent Director)

- Mr. Prabhulal N. Rabadia (Independent Director)

B. DIRECTOR RETIRING BY ROTATION

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. RAMESH D. KHICHADIA (DIN: 00087859), eeting and being eligible offers himself

for re-appointment. The Board recommends the re-appointment of Mr. RAMESHBHAI D. KHICHADIA for your approval. Brief details of the Director, who is proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.

C. INDEPENDENT DIRECTORS AND THEIR MEETING:

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs [âMCAâ] as prescribed by the Ministry of Corporate Affairs under the relevant rules and that the online proficiency self-assessment test as prescribed under the said relevant rules is applicable to them and they will attempt the said test in due course of time (if applicable) .

Familiarization / Orientation program for Independent Directors:

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company''s Website. https://captainpolyplast.com/images/userFiles/contents/pdf/Policv/familiarization- programme-for-independent-directors-Captain-Polyplast-Ltd.pdf

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings: -

A. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

C. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. That the annual financial statement has been prepared on a going concern basis;

E. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

F. That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

9. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties &obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

10. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

11. RELATED PARTY TRANSACTIONS:

All Related Party Transactions, those were entered into during the Financial Year under review, were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Further company has obtained approval of shareholders via postal ballot resolution dated 23.05.2023 for material related party transaction entered with CAPTAIN PIPES LTD.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link:

https://captainpolvplast.com/images/userFiles/contents/pdf/Policv/policv-for-related-partv-transaction-Captain-Polyplast-Ltd.pdf

12. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

13. AUDITORS & AUDITORSâ REPORT:A. AUDITORS DETAILS

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company in 24^th AGM till the Conclusion of 29^THAnnual General Meeting of the Company to be held for the financial year 2025-26.

Further during the period under review, M/S SVK & ASSOCIATES, Chartered Accountants, Ahmadabad the Statutory Auditors of the Company has resigned as a statutory auditor of the company w.e.f. 13.08.2022.

M/S J C Ranpura & Co, Chartered Accountants, Rajkot has been appointed as a Statutory Auditors of the Company for F.Y. 2022-23 by board of directors in board meeting dated 13.08.2022 and has been appointed for five years term for F.Y. 2022-23 to 2026-27 with the approval of the members in AGM held on 30.09.2022 i.e.to hold office from the conclusion of this 13th Annual General Meeting (AGM) until the conclusion of the 18TH Annual General Meeting of the Company. M/S J C Ranpura & Co, Chartered Accountants, Rajkot have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2022-23.

B. AUDITORS'' REPORT

In the opinion of the directors, the notes to the accounts in auditor''s report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

C. COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is applicable to our Company for the financial year 2022-23 hence; such audit has been carried out during the year.

D. INTERNAL AUDITOR

Mr. Praful Kathrotia, who are the Internal Auditors have carried out internal audit for the financial year 2022-23. Their reports were reviewed by the Audit Committee. Further company has appointed Parin H. Patel - chartered accountant (M.NO.: 119023) as internal auditor of the company for f.y. 2023-24.

E. SECRETARIAL AUDIT REPORT

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE A. The findings of the audit have been satisfactory.

F. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (âSEBI LODRâ) read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is availed from A qualified Practicing Company Secretary and also uploaded on company website at weblink: https://captainpolyplast.com/images/userFiles/contents/pdf/Other-Certificate/annual-secretarial-compliance-report-for-2022-23-Captain-Polyplast-Ltd.pdf and also submitted to BSE Ltd. Where the equity shares of company are listed.

14. CORPORATE GOVERNANCE:

The Company is a part of the Captain Group which has established a reputation for honesty and integrity. We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company.

Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication.

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as forms part of this Report as ANNEXURE

15. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under SEBI (LODR) Regulations 2015 a detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report AS ANNEXURE C.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Annual Report on Corporate Social Responsibility activities is annexed herewith as ANNEXURE H. Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Report on Corporate Governance that forms part of this Annual Report.

17. DISCLOSURES:A. NUMBER OF BOARD MEETING

The Board of Directors met 14 (Fourteen) times during the year on 04-05-2022, 16-05-2022, 28-05-2022, 25-08-2022, 0209-2022, 23-09-2022, 18-10-2022, 12-11-2022,30-12-2022,07-02-2023,07-03-2023,16-03-2023,22-03-2023. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. EXTRACT OF ANNUAL RETU RN

The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on website of company at https://captainpolyplast.com/annual-returns.html under investor section.

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company.

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

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

Company''s plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation. The Company has installed the Wind Turbine and generating electricity for which Company has obtained credit against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in ANNEXURE G to this report.

G. PARTICULARS OF EMPLOYEES PERSONNEL

2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE F and forms part of this Report.

H. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2022-2023.

I. INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

J. LISTING AND DEMATERIALIZATION

The equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE). All the shares of company are in dematerialize form.

K. CERTIFICATION OF STATUS OF DIRECTOR''S QUALIFICATIONS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE I.

L. UNCLAIMED DIVIDEND

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Details regarding unclaimed dividend is provided separately in report.

M. WTD/CFO CERTIFICATION

Certification of WTD/CFO Annexed as ANNEXURE E and forms part of this Report

18. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

19. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

20. ACKNOWLEDGEMENT:

Your directors place on records their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your directors are thankful to the shareholders for their continued patronage.

Mar 31, 2018

Dear Member,

The Directors have pleasure in presenting the 21st Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2018.

Financial Results

The working results of the company for the year ended 31-03-2018 stands as under:

(Rs. In Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	Year ended 31/03/2018	Year ended 31/03/2017	Year ended 31/03/2018	Year ended 31/03/2017
Gross Turnover	12458.22	11478.02	12458.22	11478.02
Profit before finance costs, Depreciation. Extraordinary items & Tax	1629.6	1607.69	1629.6	1607.69
Less: Finance Costs	592.32	635.86	592.32	635.86
Less: Depreciation and Amortization	198.18	212.71	198.18	212.71
Profit Before Tax (PBT)	839.1	759.12	839.1	759.12
Provision for Tax	289.14	263.51	289.14	263.51
Profit after Tax	549.95	495.61	549.95	495.61
Other Comprehensive Income (Net of Taxes)	-21.59	-3.7	-72.94	-8.09
Total Comprehensive Income for the year	528.36	491.91	477.01	487.53
Balance brought forward from previous year	1762.33	1288.02	1762.33	1288.02
Provision for interim Dividend & Corporate Dividend Tax	-24.34	-24.25	-24.34	-24.25
Profit available for appropriation	1737.99	1755.68	1737.99	1755.68
Adjustment Relating to Applicability of Ind AS	-	6.65	-	6.65
Balance Carried to Balance Sheet		1762.33		1762.33
Paid-up Capital	1007.58	1007.58	1007.58	1007.58
Reserve and Surplus (including Secutlry Premium, profit from P & I Acc & general reserve)	2404.89	1900.87	2349.15	1896.48

Financial Highlights

During the year under review company has recorded turnover of Rs. 12458.22 lacs as against the previous year turnover of Rs. 11478.02 lacs which show 8.54 % increase in comparison with the previous year. Profits before tax arise to all most 11.29 % as compared to previous year.

Dividend

Your board of director has recommended dividend of Rs 0.20/- per share of Rs.10/- each for f.y. 2017-18 amounting to Rs. 20,15,152/- and the said dividend be and is hereby approved and paid without deduction of tax to the equity shareholders of the company. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

Material changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. During the year under review company has added new object in its main object clause .with permission of shareholders through postal ballot.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations"), is presented in a separate section, forming part of the Annual Report.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and General Meetings'', respectively, have been duly followed by the Company.

Board of Directors and Key Managerial Personnel

Mr. Rameshbhai D. Khichadia- Chairman & managing director, Mr. Ashok Patel - Whole Time Director, Mr. Kaushik Mori-Chief Financial Officer and CS. Khyati Mehta - Company Secretary & Compliance Officer , are the Whole-time Key Managerial Personnel of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Ashokbhai K. Patel Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of Nomination and Remuneration Committee has recommended his re-appointment.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Shri Rameshbhai D. Khichadia as Managing Director of the Company for a period of 5 (five) years with effect from 17th August, 2018 subject to approval of shareholders, as his current term of office is upto 16th August. 2018 .

The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Shri Ashokbhai K. Patel as Wholetime Director of the Company for a period of 5 (five) years with effect from 16th august ,2018 subject to approval of shareholders, as his current term of office is upto 15th August, 2018 .

The term of office of Shri Harshadbhai Patel, as an Independent Director, will expire on 10th September, 2018 . The Board of Directors, on recommendation of the. Nomination and Remuneration Committee has recommended re-appointment of Shri Harshadbhai Patel, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

The term of office of Shri Dhanjibhai Padmani as an Independent Director, will expire on 10th September, 2018 . The Board of Directors, on recommendation of the, Nomination and Remuneration Committee has recommended reappointment of Shri Dhanjibhai Padmani , as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

Meetings of the Board of Directors

Eleven Meetings of the board of Directors were held during the year. For details of the meetings of the board, please refer to the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act. 2013. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) Prepared the Annual Accounts on a going concern basis;

(e) 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) Devised proper systems to ensure compliance with the provisions of all applicable laws and those such systems were adequate and operating effectively;

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. As a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure - F and forms part of this Report.

Related Party Transactions

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm''s length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.

Corporate Social Responsibility (CSR)

The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure -H. Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Report on Corporate Governance that forms part of this Annual Report.

Auditors

M/s SVK & ASSOCIATES, Chartered Accountants, Ahmedabad (Firm Registration No 118564W) were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the 19th Annual General Meeting.. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors'' report

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is applicable to our Company for the financial year 2017 -18. Hence, such audit has been carried out during the year.

Secretarial Audit Report

The Board had appointed Mr. Kishor Dudhatra Practising Company Secretary, to conduct Secretarial Audit for the FY 201718. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Extract of Annual Return

The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow

Company''s plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation.. The Company has installed the Wind Turbine and during the year total 1088.871 Mwh. was generated. Company has obtained credit of these units against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.

Personnel

None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G of this Report.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act. 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company''s operations.

Unclaimed Dividend

There is no balance lying in unpaid equity dividend account.

Insurance

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

Disclosure under the Sexual Harassment of Women at the work place (Prevention, prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act. 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2017-2018.

Acknowledgement

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.

Registered Office: For and on behalf of the Board

UL25. Royal Complex.

Bhutkhana Chowk,

Dhebar Road, Rajkot. Sd/- Sd/-

Managing Director Whole time Director

Ramesh D. Khichadia Ashok M. Patel

Date : 25.05.2018

Place : Rajkot

Mar 31, 2016

DIRECTORSâ REPORT

Dear Member,

The Directors have pleasure in presenting the 19^th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2016.

Financial Results

The working results of the company for the year ended 31-03-2016 stands as under:

(Rs. In Lacs)

Particular	Year ended 31/03/2016	Year ended 31/03/2015
Gross Turnover	11910.69	8892.79
Profit before finance costs, Depreciation, Extraordinary items & Tax	1490.65	1259.25
Less: Finance Costs	657.70	614.22
Less: Depreciation and Amortization	260.06	304.11
Profit Before Tax (PBT)	572.88	340.91
Provision for Tax	187.87	115.14
Profit after Tax	385.02	225.77
Balance brought forward from previous year	951.51	729.33
Profit available for appropriation	1288.02	951.51
Adjustment Relating to Carrying amount of Assets	-	3.59
Balance Carried to Balance Sheet	1288.02	951.51
Paid-up Capital	1007.58	895.62
Reserve and Surplus	1444.65	1220.09

Financial Highlights

During the year under review company has recorded turnover of Rs. 11910.69 lacs as against the previous year turnover of 8892.79 lacs which show 33.94 % increase in comparison with the previous year. Profit before tax rose to all most 68.04% as compare to previous year. The net profit after tax of the company increased by Rs. 159.25 lacs against the net profit of Rs. 225.77 lacs in previous year.

Dividend

Interim Dividend for the year 2015-2016 of Rs. 0.40/- on per equity share of Rs. 10/- each (4 %) was declared on 9th November, 2015 and paid on 05.12.2016.

Deposits

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

Board of Directors and Key Managerial Personnel

Mr. Ashokbhai K. Patel , Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible,offer himself for re-appointment. The Board recommends his appointment. Mr. Ramesh Khichadia Managing Director, Mr. Kaushik Mori Chief Financial Officer and CS. Khyati Mehta Company Secretary are the Whole-time Key Managerial Personnel of the Company.

The Board has considered the declarations given by independent directors under sub-section(6) of Section 149 and the companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The Board has further evaluated its own performance and that of its committees and individual directors.. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, the Board of Directors of the Company duly met 12 times Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

Directorsâ Responsibility Statement

Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:- (a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;

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

(d) prepared the Annual Accounts on a going concern basis;

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

Auditors

M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company by board at its meeting held on 18.05.2016 to fill the casual vacancy caused by the resignation of P. GHANSHYAM & CO., Chartered Accountants, Rajkot up to the upcoming Annual General Meeting of the Company and that they shall conduct the Statutory Audit for the period ended 31st March, 2016.

Now board has considered M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad for appointment as the statutory Auditors of the Company from the conclusion this Annual General Meeting till the conclusion of the Sixth Annual General Meeting held thereafter (Subject to ratification of appointment by the shareholders at every AGM held after this AGM)

Auditorsâ report

In the opinion of the directors, the notes to the accounts in auditorâs report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2015-16, hence, no such audit has been carried out during the year.

Secretarial Audit Report

A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure - A. The findings of the audit have been satisfactory.

Listing and Dematerialization

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The shareholder can avail the facility provided by NSDL and CDSL to demat their shares. Shareholders are requested to convert their holdings to dematerialized form to derive the benefits of holding the shares in electronic form.(Currently all the shares are in demat form)

Extract of Annual Return

Related Party Transactions

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on armâs length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.

Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow

Companyâs plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation.. The Company has installed the Wind Turbine and during the year total 1241.427 Mwh. were generated. Company has obtained credit of these unites against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.

Corporate Governance

Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. As a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure -F and forms part of this Report.

Personnel

Corporate Social Responsibility (CSR)

Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

Vigil Mechanism

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Adequacy of Internal Financial Controls with reference to the Financial Statements

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companyâs internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Companyâs operations.

Unclaimed Dividend

There is no balance lying in unpaid equity dividend account.

Insurance

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

Disclosure under The Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2015- 2016.

Acknowledgement

For and on behalf of the Board

Registered Office: By order of the Board

UL25, Royal Complex,

Bhutkhana Chowk,

Dhebar Road, Rajkot. Managing Director Whole time Director

Ramesh D. Khichadia Ashok K. Patel

Date :15.07.2016

Place : Rajkot

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in submitting their Eighteenth Annual Report together with the Audited Statement of Accounts tor the year ended 31st March, 2015.

FINANCIAL RESULTS

The working results of the company for the year ended 31-33-2015 stands as under:

(Rs. In Lacs)

Particular Year ended Year ended 31/03/2015 31/03/2014

Gross Turnover 8521.58 8147.56

Profit before finance costs. Depreciation, Extraordinary items & Tax 1259.25 967.23

Less: Finance Costs 614,22 479.69

Less. Depreciation and Amortization 304.11 169,72

Profil Before Tax (PBT) 340,91 317.62

Provision tor Tax 115.14 106.24

Profit after Tax 225 77 211 56

Balance brought forward from previous year 729.33 542.79

Profit available for appropriation 955.11 754.37

Appropriation: Issue of Bonus Shares - 25,04

Adjustment Relating to Carrying amount of Assets 3,59

Balance Carried to Balance Sheet 951,11 729.33

Paid-up Capital 895.62 746.35

Reserve and Surplus 1220,09 1147.18

During the year under review company has recorded turnover of Rs, 8921.56 lacs as against the previous year turnover of 6147.68 lacs which show 7 64 % increase in comparison with the previous year. Profit before tax rose to all most 6 77% as compare to previous year. The net profit after fax of the company increased to Rs.225.77 lacs against the Rs 211.56 lacs in previous year.

dividend

in view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March 2015

DIRECTOR S RESPONSIBILITY STATEMENT

The Directors confirm that:

In fine preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

They have taken proper and sufficient cane for the maintenance of adequate accounting records in accordance with the previsions of the Companies Act, 2013.. for safeguarding the assets of the Company and fur preventing and delecting fraud and other irregularities:

They have prepared the annual accounts on a going concern basis:

They have laid down internal hnancral controls for the Company and such internal financial controls are adequate and operating effectively: and

They have devised proper systems to ensure compliance wilh the provisions of all applicable taws and such systems are adequate and operating effectively

BOARD Or DIRECTORS ACT KEY MANAGERIAL

PERSONNEL

Mr. Gopal D. Khichadia- Director will retire at the ensuing Annual General Meeting and, being eligible, offer himself for re- election,

The Board of Directors appointed Mrs. Anjana Pagarlhar as an Additional Director with effect from 30"' may, 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Anjena Pagadhar offered herself to be appointed as the Independent Director of your Company. As per the provisions of the Companies Act, 2013. Independent Directors are required to he appointed tor a term of five consecutive years, but sha I be eligible for reappointment on passing uf a special resolution by the Company and shall not be liable to retire by rotation The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Ad, 2013.

Ihe policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration fur Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, (he Board of Directors of the Company duly met Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in ihe financial statements RE LA TED PARTY TRANS AC T IONS

A detailed report on contracts and arrangements made during the year 2014-15, being arms length transactions have been reported and annexed hereto in this report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION! RULES. 2014

As provided under Section 62(3) of the Act, the extract of annual return is given in Annexure III in (he prescribed Form MGT-9, which forms part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014 during the year.

UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account as company has not declared any dividend .

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and slocks wherever necessary and to the extent required have been adequately insured

AUDITORS

On the recommendation of Audit committee pursuant to Ihe provisions of Section 139 & 142 and older applicable provisions, it any. of Ihe Companies Act, 2013 and rules made there under M/s. P. Ghanshyam & Co . (Firm Registration No 1Q3153W), Chartered Accountants, were appointed as the Statutory Auditors of the Company in Iasi AGM to hotd office till conclusion this Annual General Meeting have offer themselves for re appointment on a remuneration to be deaded by the Board of Directors of company.

AUDITORS' REPORT

In the opinion of the directors, Lite notes to the accounts in auditors report are self-explanatory and adequacy explained the matters, which are dealt with by the auditors.

PQLUTIONAND ENERGY CONSERVATION AND FOREIGN EXCHANGE

Company s texturing plants are running with electricity which ora supplied by the Pasghim Gujarat Vij Company Limited The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation. However company production facilities do not offer much scope for energy conservation The Company has installed Lhe Wind Turbine and dunnq the year tolai 9.66 lacs units were generated. Company has obtained credit of these unites against its electricity consumption at its factory, The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to Section 134 (m) of the Companies Ad, 2013 are as under

Conservation of Energy

Particulars 2014-15 2013-14

A. Power and Fuel Consumption

1. Electricity

(a) Purchase 21.24 17.13

Total units (in lacs kw) 21.24 17.13

Tota Amount (in lacs Rs.) 156.46 113.92

Ftale/unit (in R&.) 7.37 6.65

(b) Own Generation

Wind mill (units in lacs) 9.66 11.66 (Credit was given in Electric Bill of RS. 71.21 lacs which amounts to Rs. 7.37 per unit)

2. Diesel N.A N.A

3. Furance Oil N.A N.A

4. Others N.A N.A

B. Consumption per unit of production

Production of Micro Irrigation Pipes 6 Fittings (Kgs.) 3658610 8257959

Electncity Consumed per Kgs, Of Pipes (in Units)

C. Technology absorption

The Companys Plant is running satisfactorily No other technology is involved in companys facilities other than wind power generation.

D. Foreign exchange i nflow/outf low

Foreign Exchange innow (Rs. In lacs} 0 0

Foreign Exchange Outflow (Rs. In lacs) 12 469.99

CORPORA TE GO VERNA NQE

As per clause 52 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report.

EMPLOYEE STOCK OPTION PLAN (ESOP)

pursuant to the provisions of Section 62(T)(bj and all other provisions if any. of the Companies Act 291 including any modification or re-enactment thereof for the time being in force) and the rules made there under, and in accordance with (he provisions of (he Memorandum and Articles of Association of the Company, the Listing Agreement with the Stock Exchangers}, the provisions contained the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 (hereinafter referred to as "SEBl Regulations) (and any other prescribed rules, ifcgulations/guidelines of Securities and Exchange Board of India "SEBJ'lor any other relevant authority, from time to lime to the extent applicable and subject to such other approvals, permissions and sanctions as may ho necessary, the approval and consent of Members in EGM date 5th FEBRUARY .2015 be and is hereby granted to Board of Directors of the Company (herein referred to as the "Board which term shall be deemed to mctude any Committee{s) constituted or to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) to Introduce and Implement Captain Polyplast Limited Employee Stock Option Plan 2CH4(CPL ESOP 2914" or "PJan') to create, grant, offer issue and aSlol el any time or to the benefit of such person(s) who are in the permanent employment of the Company including Directors (other than Promoters of (he Company, Independent Directors and Directors lidding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) whether whole (ime or otherwise, hereinafter collectively referred to as "Eligible Employee) not more than 4,45,Q0D(Four Lac Forty Five Thousand} employee stock oplions(ESOPs) exercisable into not more than 4,45,000 (Four Lac Forty Five Thousand) Equity Shares of the company underCPL ESOP 2014" in one or more tranches, and on such terms and conditions as may be fixed or determined by (he Board in accuidance with the provisions of law or regulations issued by the relevant authority and each option shall be exercisable tor one Equity Share of face value of Rs 10/- each fully paid up,

BONUS

In accordance with (he provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures), Rules 2014 the Company has issued 14,92,705 equity shares of Rs.1G/- each as Bonus Shares to Ihy exiting shareholders of the Company in the proportion one (1) new fully Paid-up Equity Shane of Rs. 10- each for every Five (5) Equity Share of Rs. 10/- each held on the record date 26/07/2914 . Allotment of bonus shares were done on 28/07/2014.

APPREC1A TiONS AND ACKNOWLEDGMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, Suppliers, Shareholders, business associates.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growlh of the Company. Last but not the least, the Board of Directors wish to (hank the Investor/ Shareholders tor their support, co-operation and faith in the Company

For and on behalf of the Board

Registered Office: By order of the Board

UL25, Royal Complex, Bhulkhana Chowk, Dhebar Road, Rajkot. Sd/- Sd/- Ramesh D. Khichadia Ashok K. Patel Managing Director Whole time Director

Date -30.05.2015 Place : Rajkot

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