Directors Report of Hipolin Ltd.

Mar 31, 2014

The Members

The Directors have pleasure in presenting the 21st Annual Report for the year ended on 31st March 2014.

Financial Results (Rs. In Lacs)

2013-14 2012-13

Gross sales 2862.02 3242.87

Profit / (Loss) Before Tax (22.49) 4.68

Provision for Taxation (including fringe 0.00 0.50 Benefit tax)

Deferred Tax (3.44) 18.54

Profit / (Loss) After Tax (25.93) 22.73

Balance Brought Forward from (4.08) (26.81)

Balance Sheet

Balance Carried to Balance Sheet (30.00) (4.08)

DIVIDEND:

In view of loss incurred during the year under review, your Board of Directors does not recommend any dividend for the financial year 2013-14.

OPERATIONS:

The Company has achieved turnover of Rs. 2862.02 Lacs and incurred loss of Rs. 25.93 Lacs during the year under review as compared to turnover of Rs.3242.87 lacs and earned net profit of Rs. 22.73 Lacs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, which forms part of the report, inter alia, deals adequately with the operation as also current and future outlook of the company.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached to this Annual Report.

CFO CERTIFICATION

The Managing Director who looks after Finance function has submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49(V) of the Listing Agreement.

DIRECTORS

Shri Sunil S Talati has resigned from the Board of Directors of the Company with effect from 31st March, 2014. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered by Shri Sunil S Talati during his tenure as a Director.

Shri Jaykumar J. Shah retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Pursuant to provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, your Directors are seeking appointment of Smt. Nitaben B. Shah (who was appointed as Additional Director on the Board on 06/08/2014 to hold office till the conclusion of ensuing Annual General Meeting), Shri Nilesh R. Desai, Shri Mahesh S. Shah, Shri Narendra N. Shah and Shri Rohit K. Choksi as Independent Directors of the Company for consecutive term upto 31st March, 2019. Details of Directors being appointed/re- appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting. The Board of Directors recommends their appointment/re-appointment for the approval of the shareholders at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the Companies Act, 1956, in relation to the financial statement for FY 2013-14, the Directors state :

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

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the loss for the year ended 31st March, 2014 ;

3. That the directors have taken proper and sufficient care for 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 fraud and other irregularities; and

4. The financial statements have been prepared on a going concern basis.

AUDITORS:

M/s. Harish S. Patel & Co, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139(2) of the Companies Act, 2013 read with Companies(Audit & Auditors) Rules, 2014. rules. The Board of Directors recommends their re-appointment for the year 2014-15 at the ensuing Annual General Meeting.

COST AUDITORS :

M/s. Neetu & Associates., Cost Accountants, Ahmedabad have been appointed as the Cost Auditors of the Company for FY 2013-14. Cost audit report for FY 2012-13 was filed on 30th September, 2013 with the Central Government (within the prescribed lime limit) pursuant to Section 233 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEE :

The Company has not paid remuneration attracting the provisions of Section 217(2A) of the Company Act, 1956, read with Companies (Particulars of Employee) Rules, 1975. Hence the Company is not required to give information as per the said Rules.

DEPOSITS :

The Company has not accepted any deposited from public.

INSURANCE :

All fixed assets and movable assets of the Company are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO :

The Particulars as required U/s. 217(1)(e) of the Company Act, 1956 read with The Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure forming part of this report.

ACNOWLEDGEMENTS :

Your Directors are thankful to the officers, staff and workers of the Company and Banks for their continued co-operation and contribution extended in the operations of the Company.

Date : 06/08/2014 By Order of the Board Place : Ahmedabad For, HIPOLIN LIMITED

Sd/- Bhupendra J. Shah Chairman DIN No. 00325446

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Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the 20th Annual Report for the year ended on 31s1 March 2013.

Financial Results (Rs. In Lacs)

2012-13 2011-12

Gross sales 3242.87 3516.65

Profit / (Loss) Before Tax 4.68 (18.99)

Provision for Taxation 0.50 -

Deferred Tax 18.54 (3.50)

Profit / (Loss) After Tax 22.72 (22.49)

Opening Balance Profit/ (Loss) Account (26.80) (4.31)

Add : Current Year''s Profit / (Loss) 4.18 (18.99)

Add : Deferred Tax Liability 18.54 (3.50)

Balance Carried to Balance Sheet_ (4.08) (26.80)

DIVIDEND

The Board of Directors donot recommend any dividend for the financial year 2012-13 to conserve the financial resources.

OPERATIONS

The Company has achieved turnover of Rs. 3242.87 lacs and earned net profit of Rs. 22.72 lacs during the year under review compared to turnover of Rs. 3516.65 lacs and loss of Rs. 22.49 lacs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis, which forms part of the report, inter alia, deals adequately with the operation as also current and future outlook of the company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled Corporate Governance Report" is attached to this Annual Report.

DIRECTORS

Shri Bhaupendra J. Shah, Shri Rumit B. Shah and Shri Mahesh S. Shah, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act 1956, the Directors state and confirm:

1. That in preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed.

2. That 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 viz. 31st March, 2013 and of the profit of the Company for that period.

3. That 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.

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

AUDITORS

TheAudit Committee of the Company has recommended the appointment of M/s. Harish

5. Patel & Co, Chartered Accountants, Ahmedabad who retire at the conclusion of the ensuring Annual General Meeting. The Auditors have offered themselves for appointment. The Board recommends their appointment by the members. They have submitted certificate regarding their eligibility for appointment under Section 224(1-B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEE

The Company has not paid any remuneration attracting the provisions of Section 217(2A) of the Company Act, 1956, read with Companies (Particulars of Employee) Rules, 1975. Hence the Company is not required to give information as per the said Rules.

DEPOSITES

The Company has not accepted any deposited from public.

INSURANCE

All fixed assets and movable assets of the Company are adequately insured.

ACNOWLEDGEMENTS

Your Directors are thankful to the officers, staff and workers of the Company and Banks for their continued co-operation and contribution extended in the progress of the Company.

Date : 07/08/2013 By Order of the Board

Place : Ahmedabad For, HIPOLIN LIMITED



Sd/-

Bhupendra J. Shah

Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 17lh Annual Report for the year ended on 31st March 2010.

1. FINANCIAL RESULTS:

(Rs. in Lacs) (Rs. in Lacs)

2009-10 2008-09

Gross sales 3609.67 3542.20

Profit Before Tax 94.24 68.90

Provision for Taxation (including fringe Benefit tax) 30.50 37.92

Deferred Tax 4.67 (23.83) Profit After Tax 59.07 54.81

Appropriations:

Praposed Dividend 31.31 31.31

Tax on Dividend 5.32 5.32

Transferred to General Reserve 2.36 1.50

Balance Carried to Balance Sheet 48.12 28.04

2. DIVIDEND :

The Board of Directors is pleased to recommend a dividend @10% i.e. Rs.1.00 per equity share on 31,31,300 equity shares of Rs. 10 each for the financial year 2009-10, amounting to Rs 31.31 lacs.

3. OPERATIONS:

The Company has achieved turnover of Rs. 3609.67 lacs and earned net profit of Rs. 59.07 lacs during the year under review compared to turnover of Rs. 3542.20 lacs and net profit of Rs. 54.81 during the previous year.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis (MDA), which forms part of the report, inter alia, deals adequately with the operation as also current and future outlook of the company.

5. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled Corporate Governance Report" is attached to this Annual Report.

6. CFO CERTIFICATION:

The Managing Director and Whole Time Director who look after Finance function have submitted a certificate to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

7. DIRECTORS:

Shri Mahesh S Shah, Shri Jaykurrter J Shah and Shri Rohit K Choksi retire by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for reappointment.

Shri Nilesh Desai was appointed as an Additional Director of the Company w.e.f 31/10/2009. Under Section 260 of the Companies Act, 1956 Shri Nilesh Desai continues to hold office as a Director until the conclusion of the ensuing Annual General Meeting. As required under Section 257, the Company has received a notice from a member signifying his intention to propose Shri Nilesh Desai as a candidate for the office of Director of the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the companies Act 1956, the Directors state and confirm:

1. That in preparation of the annual accounts for the year ended 31slMarch,2010 the applicable accounting standards have been followed.

2. That 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 viz. March 31s,2010 and of the profit ofthecompany for that period.

3. That 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.

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

9. AUDITORS:

The Audit Committee of Board of Directors ofthe Company has recommended the appointment of M/s. HarishS. Patel& Co, Chartered Accountants, Ahmedabad whoretireat the conclusion of the ensuring Annual General Meeting. The Auditors have offered themselves for appointment. The Board recommends their appointment by the members. They have submitted certificate regarding their eligibility for appointment under Section 224(1-B) of the Companys Act, 1956. Notes to Accounts at Schedule 16 of Balance Sheet are self-explanatory in respect of any qualification of auditors in their report.

10. COMPLIANCE CERTIFICATE:

Compliance certificate under the provisions of section 383A(1) of the Companies Act, 1956 obtained from Rajesh Parekh & Co., Company Secretary in whole time practice is a attached here with for your perusal.

11. PARTICULARS OF EMPLOYEE:

The Company has not paid any remuneration attracting the provisions of Section 217(2A)of the Company Act, 1956, read with Companies (Particulars of employee) Rules, 1975.

12. DEPOSITES:

The Company has not accepted any deposit from public.

13. INSURANCE:

Majorfixed assets and movable assets of the Company are adequately insured.

14. ENERGY CONSERVATION , TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO:

The Particulars as required U/s .217(1 )(e) of the Company Act, 1956 read with Companies (Disclosure of Particulars in the Report of Boa/d of Director) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the annexure forming part of this report.

15. ACNOWLEDGEMENTS:

Your Directors are thankful to the officers, staff and workers of the Company and Banks for their continued co-operation and contribution extended in the progress of the Company.



Date : 28/08/2010 By Order of the Board

Place: Ahmedabad For, HIPOLIN LIMITED

Bhupendra J. Shah

Chairman & Managing Director