Directors Report of Everlon Financials Ltd.

Mar 31, 2014

The Members,

The Board of Directors present the 25th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2014 along with the cash flow statements:

1. OPERATIONS AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2014 31/03/2013 (Rs. in Laks) (Rs. in Laks)

Sales 5339.66 4804.84

Other Income 2.76 4.93

Exceptional Items 0.00 0.00

Extraordinary Items 0.00 0.07

Profit for the year before Depreciation & Tax 61.11 53.60

Less: Depreciation 30.12 30.42

Profit before Tax 30.99 23.18

Less: Provision for Tax 6.00 4.50

Profit after tax 24.99 18.68

Add/Less: IT Provisions for earlier years 0.38 0.09

Profit for the year 25.37 18.59

Profit - (Loss) Brought forward from Previous Year (131.67) (265.77)

Adjustment on account of Scheme of Arrangement 0.00 115.52

Profit/ (Loss) carried to Balance Sheet - -

Profit / (Loss) Carried to Balance Sheet (106.29) (131.67)

2. PERFORMANCE

Your Company has managed to achieve reasonable good performance during the year in spite of difficult market conditions.

The company has produced 4478.05 tons against 4167.20 tons during the previous year resulting in sales turnover of Rs.5339.66 lacs as against Rs. 4804.84 lacs during the previous year.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated losses suffered by the company.

4. DIRECTORS

Smt. Varsha J. Vakharia retires by rotation and being eligible offers herself for reappointment.

It is proposed to appoint shree Dinesh RTurakhia and Shree Kamlesh C Sanghavi as Independent Director for a period of 5 years from 01/04/2014.They have confirmed that they meet the criteria of Independent as provided in Section 149 (6) of the Companies Act 2013

The Company has received notice from members for their appointment with necessary deposits.

5 AUDITORS

M/s. Poladia & Co. Chartered Accountants have given their consent for re-appointment for F. Y 2014- 2015. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

7. DIRECTORS RESPONSIBILITY STATEMENTU/S.217(2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2014.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year ended on 31/03/2014 and of the profit of the company forthat period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

8. AUDITORS REPORT

Auditors notes are self-explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with The Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

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

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexure 1.

11. DEPOSITS

The Company has not accepted any Deposits from the Public.

12. COMPLIANCE CERTIFICATE

Compliance Certificate from a Practicing Company Secretary as required u/s.383A of the Companies Act, 1956 is attached herewith.

13. ACKNOWLEDGEMENT

The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company. They are thankful to Company''s Bankers for the support extended to the company.

For and on Behalf of the Board of Directors

— sd — — sd —

Place:- Mumbai J.K. Vakharia V. J. Vakharia

Date:- 30th May 2014 Managing Director Director

Din :- 00047777 Din :-00052361

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Mar 31, 2013

To, The Members,

The Board of Directors present the 24th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013 along with the cash flow statements:

1. OPERATIONS AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2013 31/03/2012 ( Rs. In Lacs) (Rs. in Lacs)

Sales 4804.84 4260.31

Other Income 4.93 7.35

Exceptional Items 0.00 67.33

Extraordinary Items 0.07 0.00

Profit for the year before Depreciation & Tax 53.60 133.94

Less : Depreciation 30.42 31.47

Profit before Tax 23.18 102.47

Less : Provision for Tax 4.50 20.00

Profit after tax 18.68 82.47

Less: IT Provisions for earlier years 0.09 0.67

Profit for the year 18.59 81.80

Profit/ (Loss) Brought forward from previous year (265.77) (347.57)

Profit/ (Loss) carried to Balance Sheet (247.18) (265.77)

2. PERFORMANCE

Your Company has managed to achieve reasonable good performance during the year inspite of difficult market conditions.

The company has produced 4167.20 tons against 3904.04 tons during the previous year resulting in sales turnover of Rs.4804.84 lacs as against Rs.4260.31 lacs during the previous year.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated losses suffered by the company.

4. DIRECTORS

Shri Dinesh P. Turakhia retire by rotation and being eligible offers himself for reappointment.

5. AUDITORS

M/s. Poladia & Co. Chartered Accountants have given their consent for re-appointment for F. Y. 2013-2014. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

7. DIRECTORS RESPONSIBILITY STATEMENT U/S. 217 ( 2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2013.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year ended on 31/03/2013 and of the profit of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

8. DEMERGER

The Scheme of Arrangement Under Section 391 to 394 of the Companies Act 1956 forDemerger and Transfer of Investment Business of the Company into Vakharia Power Infrastructure Ltd., was approved by Honorable Bombay High Court vide its Order dated 14th September2012 (effective from 18th October 2012) with appointed dated as1st September 2011.

Following are the main features of Demerger :

a) The authorised Share Capital of the company has been reorganized from Rs.6,00,00,000 consisting of 60,00,000 Rs.10/- each to 6,00,00,000 equity share of Rs.1/- each, thereby changing the face value of share from Rs.10/- to Rs.1/- each.

b) Subscribed and Paid up Capital of the company has been reduced from Rs.5,04,56,000/- consisting of 50,45,000 equity shares of Rs.10/- each to Rs,3,02,73,600/- consisting of 3,02,73,600 equity shares Rs.1/- each fully paid up thereby reducing paid up Share Capital by 40%.

c) The reduction in Share Capital amount of Rs.201.82 lacs together with Capital Reserve of Rs.188.77 lacs, totaling Rs.390.59 lacs has been utilized for the purpose of adjusting Demerger of Investment Business and debit balance in the Profit and Loss Account. Accordingly, the company has passed the necessary accounting entries.

d) Members of the Company have been allotted shares by Vakharia Power Infrastructure Ltd., on 21st November 2012 (record date) in the ratio of one equity share of Vakharia Power Infrastructure Ltd., of face value of Rs.1/- each for every one equity share held in the company of the face value of Re.1/- each. Vakharia Power Infrastructure Ltd., has already submitted application to Bombay Stock Exchange for Listing of the equity shares.

9. AUDITORS REPORT

Auditors notes are self-explanatory and do not call for any further comments.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with The Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

11. SUBSIDIARY COMPANY

M/s. Vakharia Power Infrastructure Ltd., (VPIL) has ceased to be a subsidiary of the company w.e.f. 23rd November 2012 due to Allotment of equity shares by VPIL to the members of the company.

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

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexture 1.

13. DEPOSITS

The Company has not accepted any Deposits from the Public.

14. COST AUDIT

The Board of Directors have appointed M/s. Ketki D. Visariya & Co. as Cost Accountant for conducting the Cost Audit for the Financial Year 2013-14.

15. COMPLIANCE CERTIFICATE

Compliance Certificate from a Practising Company Secretary as required u/s.383A of the Companies Act, 1956 is attached herewith.

16. ACKNOWLEDGEMENT

The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company. They are thankful to Company''s Bankers for the support extended to the company.

For and on Behalf of the Board of Directors

Place : Mumbai J. K. VAKHARIA

V. J. VAKHARIA

Dated : 30th May 2013 MANAGING DIRECTOR

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Mar 31, 2012

The Board of Directors present the 23rd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2012 along with the cash flow statements:

1. OPERATIONS AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2012 31/03/2011 ( Rs. In Lacs) (Rs. in Lacs)

Sales 4260.31 2620.13

Other Income 7.35 8.59

Exceptional Items 67.33 0.00

Profit for the year before Depreciation & Tax 133.94 120.33

Less : Depreciation 31.47 54.62

Profit before Tax 102.47 65.71

Less: Provision for Tax 20.00 13.00

Profit after tax 82.47 52.71

Add: Extraordinary items 0.67 4.45

Profit for the year 81.80 57.16

Profit/ (Loss) Brought forward from previous year (347.57) (404.74)

Profit/ (Loss) carried to Balance Sheet (265.77) (347.57)

2. PERFORMANCE

Your Company has managed to achieve reasonable good performance during the year inspite of difficult market conditions.

The company has produced 3904.04 tons against 2649.73 tons during the previous year resulting in sales turnover of Rs.4260.31 lacs as against Rs. 2620.13 lacs during the previous year.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated tosses suffered by the company.

4. DIRECTORS

Shri Kamiesh C. Sanghavi retire by rotation and being eligible offers himself for reappointment.

5. AUDITORS

M/s. Poladia & Co. Chartered Accountant have given their consent for re-appointment for F. Y. 2012- 2013. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is no employee in respect of whom information u/s. 217 (2A) of the Companies Act, 1956 is required to be given.

7. DIRECTORS RESPONSIBILITY STATEMENT U/S. 217 ( 2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2012.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year ended on 31/03/2012 and of the profit of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

8. DEMERGER

Board of Directors have approved a Scheme of Arrangement/Demerger of Investment business of the company viz Everlon Synthetics Ltd (ESL) into Vakharia Power Infrastructure Ltd., (VPIL)

a) The Company has received a No Objection Letter dated 13th February 2012 from Bombay Stock Exchange Ltd., .

b) In term of Directions given by Hon'ble Bombay High Court, a meeting of Equity Shareholders and Unsecured Creditors of the company is proposed to held on 16th June 2012, for approval of Scheme of Arrangement/Demerger of the Investment business of the company viz Everlon Syntherics Ltd (ESL)into Vakharia Power Infrastructure Ltd.,(VPIL) and also for approval of reduction of Equity Share Capital/ Capital Reserve of the Company (ESL).

c) The Authorised Share Capital of ESL consisting of 60,00,000 Equity Shares of Rs. 10/-each ' shall be reorganized to 6,00,00,000 Equity share of Re.1/-each. The paid up capital of ESL shall be reduced from Rs.5,04,56,000/- consisting of 50,45,600 Equity share of Rs.10/- each to Rs.3,02,73,600/- consisting of 3,02,73,600 Equity share Re.1/- fully paid, by reduction of Rs.4/ - per share in the paid up value of Rs.10/- per share.

d) Upon coming into effect of the Scheme, the members of ESL whose names appear in the Register of Member on Record date would be entitled to Equity Shares in VPIL as under: "One Equity share of VPIL of the face value of Re.1/- for every one Equity share held in ESL of the face value of Re.1/-."

9. AUDITORS REPORT

Auditors remarks on change in method of depreciation are self explanatory and do not call for any further comments.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

11. SUBSIDIARY COMPANY

A Statement u/s. 212 of the Companies Act 1956 in respect of subsidiary company is attached herewith. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

M/s. Everlon Power Ltd., has ceased to be a subsidiary of the company w.e.f. 20th March 2012. M/s. Vakharia Power Infrastructure Ltd., has been incorporated on 9th September 2011 as a Wholly Owned Subsidiary of the Company for business of power plants, infrastructure etc.

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

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexture 1.

13. DEPOSITS

The Company has not accepted any Deposits from the Public.

14. ACKNOWLEDGEMENT

The Directors wish to piace on record appreciation for the efforts put in by all the employees of the Company.

For and on Behalf of the Board of Directors

-sd- --sd-

Place : Mumbai J. K. VAKHARIA V. J. VAKHARIA

Dated : 30th May 2012 MANAGING DIRECTOR DIRECTOR

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Mar 31, 2010

The Board of Directors present the 21 st Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2010 along with the cash flow statements:

1 . OPERATION AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2010 31/03/2009 (Rs. In Lacs) (Rs. In Lacs)

Sales 799.30 1612.09

Other Income 108.51 13.82

Profit/(Loss)/for the year before 139.81 52.39

Depreciation & Tax

Less: Depreciation 39.16 45.89

Profit/(Loss) before Tax 100.65 6.50

Less: Provision for Tax 2.25 0.90

Profit after tax 98.40 5.60

Add/(Less): Provision for

Diminution in value of 0.16 (0.73)

Investment

Less: Prior Period adjustment 0.00 1.30

Profit/ (loss) for the year 98.56 3.57

Loss Brought forward from previous year (503.30) (506.87)

Profit/ (Loss) carried to Balance Sheet (404.74) (503.30)



2. PERFORMANCE

During the year, the company has produced 875.10 tons against 1896.73 tons during the previous year resulting in sales turnover of Rs. 799.30 lacs as against Rs. 1612.09 lacs during the previous year. During the year under review the company had undertaken job work activities and hence the sales have been reduced.

In terms of approval granted by members by passing necessary Resolution by means of Postal Ballot, company has disposed off its closed manufacturing unit situated at Mota Pondha in the month of November 2009.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated losses suffered by the company.

4. DIRECTORS

Shri Dinesh P. Turakhia retires by rotation and being eligible offers himself for reappointment.

5. AUDITORS

M/s. Poladia & Co. Chartered Accountant have given their consent for reappointment for Financial Year 2010-2011. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is, no employes in respect of whom information us. 217 (2A) ol the Companies Act, 1956 is required to be given.

DIRECTORS RESPONSIBILITY STATEMENT U/S.217(2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2010.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year ended on 31/03/2010 and of the profit of the company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

8. AUDITORS REPORT

Auditors notes and observations are self explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with the Stock Exchange, Mumbai, a management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

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

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexture 1.

11. DEPOSITS

The Company has not accepted any Deposits from the Public.

12. ACKNOWLEDGEMENT

The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company.

For and on Behalf of the Board of Directors

- sd- - sd -

Place : Mumbai J. K. VAKHARIA V. J. VAKHARIA

Dated: 28th May 2010 MANAGING DIRECTOR DIRECTOR