Directors Report of Gothi Plascon (India) Ltd.

Mar 31, 2019

Dear Members,

The Company’s Directors are pleased to present the 24^th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2019.

FINANCIAL RESULTS

The highlights of the financial of your company are as under:

Rs.(In Lacs)

PARTICULARS	31.03.2019	31.03.2018
Income	337.76	281.55
Total Expenses	36.26	32.63
Profit before depreciation	301.50	248.92
Depreciation	30.43	27.33
Profit / (loss) before Tax	271.07	221.59
Tax Expense	54.02	0
Profit / (loss)After Tax	217.05	221.60
Previous years loss	(190.90)	(412.50)
Balance carried to balance sheet	26.15	(190.90)

COURSE OF BUSINESS AND OUTLOOK:

The company had a profit of Rs.217.05 lacs as compared to the previous year of Rs.221.59 lacs and the company has wiped out all its losses of previous years in the current year . Your Directors are hopeful that the Company’s performance will improve in the years to come which is subject to various other prevailing market/ industrial/ economic conditions applicable to the company.

DIVIDEND :

The Directors do not recommend any dividend for the financial year ended 31^st March 2019.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

NUMBER OF MEETINGS OF THE BOARD:

During the year, 6 (Six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees, securities and investments as covered under the provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Gothi Plascon (India) Limited has an adequate system of internal control in place which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

DIRECTORS / KEY MANAGERIAL PERSONNEL :

In accordance with Section 152 of the Companies Act 2013 Mr.Parasmal Gothi, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for being re-appointed.

Mr.Prakash Chand Jain was appointed as an Independent Non-Executive Director of the Company by the members at the 19^th AGM of the Company held on 08^th September, 2014 for a period of five consecutive years whose term expires on 07/09/2019 .

On the recommendation of the Nomination and Remuneration Committee, the Board recommends appointment of Mr Parasmal Gothi and Mr Prakash Chand Jain .

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees. The Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent director and the Chairman.

EXTRACT OF ANNUAL RETU RN:

The details forming part of the extract of the Annual Return in form MGT -9 is annexed herewith as Annexure-I to this report.

CORPORATE GOVERANCE:

Your Company has been complying with the principles of good Corporate Governance practices over the years. A report on Corporate Governance is attached to this report as Annexure -II.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit report is annexed as Annexure- III to this report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure - IV to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report as Annexure-V to this report.

RISK MANAGEMENT:

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIG N EXCHANGE EARNINGS AND EXPENDITURE:

The company’s income is mainly from rentals, the information on conservation of energy, technology absorption does not arise and there was no foreign Exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules,2014 during the year .

CHANGE IN NATURE OF BUSINESS

There were no change in the nature of business during the financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

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

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

(iii) The directors have 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

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

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

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criterion as laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

AUDITORS REPORT:

*The report of the auditor and notes to accounts thereof are self explanatory.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12)

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not required to be done by the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19

a. No. of complaints received : Nil

b. No of complaints disposed off: NA

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS:

The following annexure referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

ANNEXURE	PARTICULARS
I	Extract of Annual Return (MGT 9)
II	Corporate Governance Report
III	Secretarial Audit Report
IV	Management Discussions and Analysis Report
V	Information required under section 197 of the Companies Act, 2013
VI	Certificate by Chief Executive Officer (CEO) And Chief Financial Officer (CFO)
VII	Certificate On Compliance With The Conditions Of Corporate Governance Under The Listing Agreement
VIII	Certificate Of Non-Disqualification Of Directors

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the company’s employees at all levels.

By Order of the Board

For GOTHI PLASCON (INDIA) LIMITED

-sd-

Place: Puducherry Sanjay Gothi

Date:28/05/2019 Chairman and Managing Director

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Mar 31, 2016

Dear Shareholders,

We have pleasure in presenting the 21st Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2016.

FINANCIAL RESULTS AND STATE OF COMPANY''S AFFAIRS

The financial results for the year ended 31st March 2016 are as under:

Rs.(In Lacs)

31.03.2015 31.03.2016

Income 151.20 158.40

Total Expenses 65.85 67.91

Profit before depreciation 85.35 90.48

Depreciation 27.19 27.19

Profit/(loss) before Tax 58.16 63.29

Provision for taxation 0.00 0.00

Profit/(loss) After Tax 58.16 63.29

The company had improved its profitability from 58.16lacs to 63.29 lacs. There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

Transfer to General Reserve

No amount has been transferred to reserves.

Fixed Deposit:

The company has no t accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2016.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERONNEL

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report As " Annexure A " During the year, Mr. Ajit Singh Nahata relinquished his office as an Independent Non-Executive Director of the Company with effect from 08/07/2015. Mrs. Monica was appointed as Independent and Woman director on the board during the year

On the recommendation of the Nomination and Remuneration Committee, The board recommended appointment of Mr.Sanjay Gothi as managing director of the company and Mr. K .Desikan as whole time director of the company for a period of five years w.e.f 01/08/2016

Mr. Parasmal Gothi director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

Statutory Auditors

M/s. ACHHA ASSOCIATES, Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting (AGM) held on 08/09/2014for a period of three years i.e until the conclusion of the 22nd AGM. Their appointment is however, subject to ratification by the members at every AGM.

The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rules made there under. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2015-16 is annexed herewith as ''Annexure - B''. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) re ad with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

(i) Followed the applicable accounting standards in the preparation of the financial statements for the financial year 2015-16 and there are no material departures;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

(iv) prepared the financial statements for the financial year on a ''going concern'' basis.

(v) laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

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

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 Risk Management Committee to identify elements of risk in different areas of operations. In The opinion of the Committee there was no risk that may threaten the existence of the Company.

The details of Risk Management Committee are included in the Corporate Governance

PARTICULARS OF EMPLOYEES

Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as annexure D

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (here in after "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor''s of the Company is attached as Annexure- C and forms integral part of this Report (hereinafter "Corporate Governance

Other disclosures

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

b) The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''Annexure C''.

c) The Company has established a formal vigil mechanism named '' Gothi Whistle Blower Policy'' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. There was no instance reported during the year under review through this

d) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings an d Expenditure The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

For and on behalf of the Board

Date: 26/4/2016 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2015

Dear Members,

We have pleasure in presenting the 20th Annual Report and Audited Statements of Accounts of the Company for the year ended 31 st March, 2015. PERFORMANCE

The financial results for the year ended 31st March 2015 are as under:

Rs. (In Lacs)

31.03.2014 31.03.2015

Income 96.82 151.20

Total Expenses 67.91 65.85

Profit before depreciation ' '

Depreciation 12.69 27.19

Profit / (loss) before Tax 16.22 58.16

Provision for taxation 0.00 0.00

Profit / (loss)After Tax 16.22 58.16

Business Outlook & Prospects

The company had improved its profitability from 16.22 lacs to 58.16 lacs. There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

Fixed Deposit:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2015.

BOARD OF DIRECTORS

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report As " Annexure A "

In terms of Section 149 of the Companies Act, 2013 (Act), Mrs.Monica Ajit singh was co-opted to the Board as an additional director (in the category of independent director) on 08/07/2015 . She also fulfils the criteria of appointment of women director on the Board under section 149(1) of the Companies Act, 2013 and clause 49 of the listing agreement.

The Board has recommended the appointment of Mrs. Monica as independent director effective 08/07/2015 .

Mr. Desikan director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-appointment.

Mr. Ajit Singh Nahata resigned from the directorship of the company .The board placed its warm regards for the services rendered by his during his tenor.

Statutory Auditors

M/s. ACHHA ASSOCIATES, Chartered Accountants were appointed as Statutory Auditors at the last Annual General Meeting (AGM) held on 08/09/2014 for a period of three years i.e until the conclusion of the 22nd AGM. Their appointment is however, subject to ratification by the members at every AGM,

The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rales made there under. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2014-15 is annexed herewith as 'Annexure - B'. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Directors' Responsibility Statement

In terms of Section 134(3Xc) read with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

(i) followed the applicable accounting standards in the preparation of the financial statements for the financial year 2014-15 and there are no material departures;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

(iv) prepared the financial statements for the financial year on a 'going concern' basis.

(v) laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

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

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES

Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable as the directors have not drawn any remuneration during the year ended 31/03/2015 . Corporate Governance Report

Your Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report Other disclosures

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

b) The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure C

c) The Company has established a formal vigil mechanism named' Gothi Whistle Blower Policy' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. There was no instance reported during the year under review through this

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL

For and on behalf of the Board Date: 08/07/2015 for Gothi Plascon (India) Ltd. Chennai sd/- Directors

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Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 19th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

PERFORMANCE

The financial results for the year ended 31st March 2014 are as under:

Rs. (In Lacs)

31.03.2013 31.03.2014

Income 498.42 96.82

Total Expenses 525.67 67.91

Profit before depreciation (27.25) 28.91

Depreciation 12.19 12.69

Profit/(loss) before Tax (39.44) 16.22

Provision for taxation 0.00 0.00

Profit /(loss)After Tax (39.44) 16.22

Business Outlook & Prospects

As stated in the last year''s annual report that the company has stopped manufacturing activities due to unhealthy competition. The company had no manufacturing operations during the year. The board is contemplating on various plastic projects to revive the manufacturing operations . The company''s certain portion of premises are leased out The board is also contemplating on venturing in to IT related fields and The board is hopeful of improving fmancials in the years to come. Fixed Deposit:

The company has not accepted any fixed deposit during the year. DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2014. DIRECTORS

Mr. Parasmal Gothi director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Mr.Prakashchand Bohra and Mr. Ajith Singh Nahata directors of the Company, are being appointed as independent directors for five consecutive years for a term from the conclusion of this AGM as per provisions of Section 149 and other applicable provisions of the Companies Act 2013. "

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956. Risk Management Framework

The Company has a Risk Management Framework, which provides the mechanism for risk assessment and mitigation. The Risk Management Committee (RMC) of the Company bomprises the Managing Director, the Executive Director and members of senior management. During the year, the RMC reviewed the risks associated with the busjness of the Company, its root causes and the efficacy of the measures taken to mitigate the same. Thereafter, the Audit Committee and the Board of Directors also reviewed the key risks associated with the business of the Company, the procedures adopted to assess the risks and efficacy of mitigation measures. Particulars regarding Conservation of Energy, Technology Abso rption and Foreign Exchange Earnings and ExpenditureGOTHl does not have any foreign exchange earnings and expenditure. Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable to Gothi . Particulars of Employees

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956. Auditors

M/a. ACCHAASSOCIATE Chartered Accountants, statutory auditors of the Company having registration number 07810Sretire at the ensuing AGM and are eligible for re-appointment. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

Management Discussion and Analysis Report and Report of the Directors on Corporate Governance

In accordance with clause 49 of the listing agreements, the Management Discussion and Analysis Report and Report of the Directors on Corporate Governance form part of this report. Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, your directors state that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed; ii. Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates were

made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; iv. The annual accounts of the Company have been prepared on a going concern basis.

Acknowledgements

Your directors take this op portunity to place on record their appreciation to all employees for their hard work, spirited efforts, dedication and loyalty to Gothi The directors also wish to place on record their appreciation to shareholders, referral associates, and banks for their continued support.

For and on behalf of the Board

Date: 23.7.2014 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2013

Dear Shareholders,

The have pleasure in presenting the 18th Annual Report and Audited Statements of Accountsof the Company for the year ended 31st March, 2013.

PERFORMANCE

The financial results for the year ended 31st March 2013 are as under:

Rs. (In Lacs) 31.03.2012 31.03.2013

Income 460.11 498.42

Total Expenses 353.02 525.67

Profit before depreciation 10708

Depreciation 20.40 12,19

Profit/(loss) before Tax 86.64 (39.44)

Provision for taxation 0.00 0.00

Profit/(Ioss)After Tax 86.64 (39.44)

Business Outlook & Prospects

Due to unhealthy competition and ban on disposable plastic items during the year company has sold its 18 year old machinery/ies which were involved in manufacturing of plastic disposable products. On account of such sale , The company has stopped the manufacturing activities of disposable plastic items to prevent further loss from this activity

The directors are completing all other incidental activities for the same . However The company has started to constructing RCC building and factory sheds on the certain portion of company land for letting it out or sale .The company has also applied for license to run a IT unit in Pondicherry. This way the company''s future looks optimistic in present situation and will be able to absorb the existing losses and will generate profits in future

Fixed Deposit:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2013.

DIRECTORS

Mr. Ajit Singh Nahata retires by rotation and being elfgible, offer for re-appointment.

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General

Meeting and are eligible for re-appointment. Accordingly a resolution is being submitted to the members for their re-appointment and to fixtheirremunerationforthecurrentyear.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed

Power of Rs. 18.45 lacs as compared to Rs. 12.64 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 profitor loss of the company for that period;

iii) 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 subj ect to the inherent limitations that should be recognized in weighing the assurance;

iv) That the directors had prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year. CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2013 duly certified by the auditors of the company is annexed. CORPORATE SOCIAL RESPONSIBILITY

The company realises its Corporate Social Responsibility and is ready to serve the week and needy persons of the society However due to loss the same is not carried as part of our service-.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, venders and Investors for their continued support. Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board

Date: 31.5.2013 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2012

The have pleasure in presenting the 17th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

PERFORMANCE

The financial results for the year ended 31st March 2012 are as under:

Rs. (In Lacs) 31.03.2011 31.03.2012 Income 445.99 460.11

Total Expenses 364.26 353-07

Profit before depreciation 81.73 107.04

Depreciation 8.07 20.40

Profit before Tax 73.66 86.64

Provision for taxation 0.00 0.00

Profit After Tax 73.66 86.64

The company has performed better as compared to the last year. The profit after tax stood at Rs.86.64 lacs as compared to Rs.73.66 lacs during the corresponding last year. The board hope that the company will do well in the years to come. In furtherance in the Interest of the company's operations , the board is contemplating on the issue of continuing construction of RCC building and factory sheds. Also the board is also contemplating on the issue of sale of assets of the company including its old machinery, land, building if the board gets a very good offer for the same .However the company has to continue its production with these old machines till that time to keep these machineries in proper condition to get better prices. Fixed Deposit:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2012. DIRECTORS Mr. Prakash Bohra retires by rotation and being eligible, offer for re-appointment

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment Accordingly a resolution is being submitted to the members for their re-appointment and to fix their remuneration for the current year.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed Power of Rs.12.64 lacs as compared to Rs.14.95 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the company for that period;

iii) 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 subject to the inherent limitations that should be recognized in weighing the assurance;

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

INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2012 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, vendors and Investors for their continued support Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board

Date: 04.5.2012- for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2011

We have pleasure in presenting the 16th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2011.

PERFORMANCE

The financial results for the year ended 31-March2011 are as under:

Rs.(InLacs) Rs.(InLacs) 31.03.2010 31.03.2011

Income 251.20 445.99

Total Expenses 195.7 364.26

Loss / Profit before depreciation 55.43 81.73

Depreciation 7.92 8.07

Loss/Profit before Tax 47.51 73.66

Provision for taxation 0.02 0.00

Loss /Profit After Tax 47.49 73.66

Business Outlook and Prospects;

The company has total revenues for the financial year2010-11 of Rs. 445.99 lacs as compared to.Rs.251.20 lacs in the Previous year. The profit of the company stood at Rs. 73.66 lacs as compared profit of Rs.47,49 lacs in the previous year. The company,has disposed ninety percent of the plant & machinery manufacturing of disposable plastic cups in previous years and still trying to sell the existing machinery. Because the future is very bleak of the products. Remaining machinery is in production, it is out dated and 15 years old, out put is also not aviable.

Fixed Deposit:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2011.

DIRECTORS

Mr.Parasmal Gothi retires by rotation and being eligible, offer for re-appointment

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly a resolution is being submitted to the members for their re-appointment and to fix their remuneration for the current year.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed Power of Rs. 14.95 lacs as compared to Rs. 7.88 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the company for that period;

iii) 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 subject to the inherent limitations that should be recognized in weighing the assurance; iv) That the directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31 /03/2011 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, vendors and Investors for their continued support. Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board for Gothi Plascon (India) Ltd. sd/- Directors

Date: 15.4.2011 Chennai

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Mar 31, 2010

We have pleasure in presenting the 15th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

PERFORMANCE

The financial results for the year ended 31st March 2010 are as under: Rs. (In Lacs)

31.03.2009 31.03.2010

Income 125.41 251.20

Total Expenses 135.54 195.77

Loss/Profit before depreciation - (10.13) 55.43

Depreciation 13.30 7.92

Loss/Profit before Tax <23.43) 47.51

Provision for taxation 0.03 0.02

Loss/Profit After Tax (23.46) 47.49

Business Outlook and Prospects:

The company has total revenues for the financial year 2009-10 of Rs.251.20 lacs as compared to Rs. 125.41 lacs in the Previous year. The profit of the company stood at Rs.47.49 lacs as compared losses of Rs.23.46 lacs in the previous year. The board had been trying to sell remaining plant and machinery and had sold some machinery during the year. However the company has to continue its production till that time to keep these remaining machineries in proper condition to get reasonable prices.

As stated earlier, the board was not able to sell land and building in the previous year as it was not able to fetch right prices. The company had constructed few sheds / building and leased out the same ¦ The company is planning in future also to construct few more sheds/building which may generate income for the company. The Company is still, open with the option of selling land/building if it gets good prices for the same.

Fixed Deposit:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31 st March 2010.

DIRECTORS

Mr.Ajit Singh Nahata retires by rotation and being eligible, offer for re-appointment.

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly a resolution is being submitted to the members for their re-appointment and to fix their remuneration for the current year.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed Power of Rs. 7.88 lacs as compared to Rs. 9.60 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORSRESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the company for that period ;

iii)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 subject to the inherent limitations that should be recognized in weighing the assurance ;

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

INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2010 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, vendors and Investors for their continued support. Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board Date: 22.04.2010 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors