Enter the first few characters of Company and click 'Go'

Directors Report of Hitech Corporation Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31^st March, 2018 is summarized below:

(Rs. in lakhs)

	2017-18	2016-17¹
Sales Revenue	39,768.79	40,356.24
Other Income	633.95	67.69
Total Revenue	40,402.74	40,423.93
Earnings Before Interest, Depreciation & Tax (EBIDT)	4,347.23	3,589.46
Interest and Financing Charges	1,392.11	927.57
Depreciation	1,751.87	1,299.47
Profit Before Tax	1,203.25	1,362.42
Less: Tax Expenses	426.86	426.75
Net Profit After Tax	776.39	935.67
Attributable to:
Shareholders of the Company	776.39	935.67
Non-controlling interest	-	-
Other Comprehensive Income	2.43	(47.49)
Total Comprehensive Income for the period	778.82	888.18
Attributable to:
Shareholders of the Company	778.82	888.18
Non-controlling interest	-	-
Opening Balance in Retained Earnings	10,214.22	9,512.10
Amount available for Appropriation	10,993.04	10,400.28
Dividend on Equity Shares	154.58	154.58
Tax on Equity Dividend	31.47	31.48
Transfer to Capital Redemption Reserve	464.16	-
Transfer to General Reserve	-	-
Transfer to Other Reserve	-	-
Closing Balance in Retained Earnings	10,342.83	10,214.22

*Figures stated are as per Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) w.e.f. 1^st April, 2017 with a transition date of 1^st April, 2016. Accordingly, results for the year ended 31^st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013. Previous period figures have been restated as per Ind AS to make them comparable.

OVERVIEW OF FINANCIAL PERFORMANCE

Operating revenue reduced to Rs.39,768.79 lakhs from Rs.40,356.24 lakhs of previous year. However, EBIDT increased to Rs. 4,347.23 lakhs from Rs.3,589.46 lakhs of previous year. Profit before tax reduced to Rs.1,203.25 lakhs from Rs.1,362.42 lakhs. Profit after tax reduced to Rs.776.39 lakhs from Rs.935.67 lakhs. Total comprehensive income reduced to Rs.778.82 lakhs from Rs.888.18 lakhs of last year.

COMMENCEMENT OF OPERATIONS AT ROHTAK

After rebuilding of the factory at Rohtak in March, 2017, the manufacturing operations started stabilizing during the year. The Company has received a sum of Rs.1,905.71 lakhs towards part of property damage claim and a sum of Rs.567.32 lakhs towards business interruption claim. The final claim under property damage is under assessment with the Insurance Company.

NEW PROJECTS

Your Company is in the process of setting up new manufacturing facilities at Mysuru, Karnataka. It has also procured land at Visakhapatnam, Andhra Pradesh in South India to meet future demand.

PART REDEMPTION OF PREFERENCE SHARES

Your Company redeemed 46,41,624 Preference Shares of Rs.10/- each at par aggregating to Rs.464.16 lakhs on 9^th June, 2017, out of profits of the Company after creation of Capital Redemption Reserve.

Further, the Board at its Meeting held on 14^th May, 2018 approved the redemption of 39,45,381 preference shares pursuant to the terms of issue of the Non-Convertible Redeemable Cumulative Preference Shares.

After the above said redemptions, the Preference Share capital stands at Rs.2,235.72 lakhs.

DIVIDEND

Your Directors are pleased to recommend dividend for approval of the members at the ensuing Annual General Meeting as under:

- On 9% Non-Convertible Redeemable Cumulative Preference Shares (âNCRCPS'') of Rs.10/- each, dividend @ 9% p.a. i.e. Rs.0.90 per Preference Share of Rs.10/- each payable for the financial year ended 31^st March, 2018. The proposed dividend on NCRCPS will absorb Rs.285.05 lakhs including Dividend Distribution Tax of Rs.48.33 lakhs. During the year, an amount of Rs.9.50 lakhs was paid as dividend (including Dividend Distribution Tax of Rs.1.61 lakhs) on the redeemed NCRCPS for the period 1.04.2017 to 08.06.2017 (redemption date).

- On Equity Shares @ 9% i.e. Rs.0.90 per equity share (Previous year Rs.0.90 per equity share), for the financial year ended 31^st March, 2018.

- The proposed dividend on Equity Share Capital will absorb Rs.186.05 lakhs including Dividend Distribution Tax of Rs.31.47 lakhs.

The final dividend recommended by the Board will be accounted in the financial year in which it is approved by the shareholders in the Annual General Meeting.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations''), a separate section on the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Company''s business forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) APPOINTMENTS / RE-APPOINTMENTS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Article 108 of Articles of Association of the Company, Mr. Ashwin R. Nagarwadia (DIN: 00466681), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment to the Board.

Pursuant to the provisions of the Companies Act, 2013 (âthe Actâ) and Clause 49 of the erstwhile Listing Agreement, Mr. Rajnikant Desai, Mr. Jayendra Shah and Mr. Harish Motiwalla were appointed as Independent Non-Executive Directors to hold office for five consecutive years for a term up to 31^st March, 2019 by the Members of the Company in the 23^rd Annual General Meeting held on 13^th September, 2014. They are eligible for reappointment as Independent Directors for another term of five consecutive years.

Pursuant to the provisions oftheAct, based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through Special Resolution at the ensuing Annual General Meeting reappointment of Mr. Rajnikant Desai, Mr. Jayendra Shah and Mr. Harish Motiwalla as Independent Directors for another five consecutive years from 1^st April, 2019 upto 31^st March, 2024.

Profile and other information of the aforesaid Directors, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 forms part of the notice convening the ensuing Annual General Meeting.

The above proposal for re-appointment forms part of the Notice of the 27^th Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

(b) KEY MANAGERIAL PERSONNEL

Mr. Malav A. Dani (DIN: 01184336), Managing Director, Mr. Mehernosh A. Mehta (DIN: 00372340), Wholetime Director, Mr. Bharat I. Gosalia, Chief Financial Officer and Mrs. Namita Tiwari, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

All Independent Directors have given necessary 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, as amended.

(d) FAMILIARISATION PROGRAMME

Whenever any person joins the Board of the Company as a Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarised with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company.

The details of such familiarisation programmes has been disclosed on the Company''s website at http://www.hitechgroup. com/investor/#familiarization-programme

(e) PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman. The evaluation was carried out based on the ratings of the Directors in the questionnaires circulated to them.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF BOARD

The Board of Directors have formed the following committees and the detail pertaining to such committees are included in the Corporate Governance Report, which forms part of this Annual Report.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Allotment Committee

- Committee of Directors

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the number of Meetings of the Board and the Committees are discussed in the Corporate Governance Report which forms part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 are set out herewith as âAnnexure Aâ.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report.

CHANGE OF NAME

The name of the Company was changed from âHitech Plast Limitedâ to âHitech Corporation Limitedâ with effect from 3^rd May, 2017.

LISTING OF SHARES

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the financial year 2018-19 has been paid to the respective Stock Exchange(s).

AUDITORS AND THEIR REPORT

a. Statutory Auditors

The Members of the Company at its 26^th Annual General Meeting held on Wednesday, the 2^nd day of August, 2017 appointed M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Reg. No: 104607W/W100166) as Statutory Auditors of the Company for a term of five (5) years, subject to the ratification of their appointment by the Members at every Annual General Meeting.

M/s. Kalyaniwalla & Mistry LLP have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or reenactments) thereof for the time being in force.

The Ministry of Corporate Affairs vide its Notification dated 7^th May, 2018 appointed 7^th May, 2018 as the date on which Section 40 of the Companies Amendment Act, 2017 shall come into force, wherein the requirement of ratification of appointment of Statutory Auditors at every AGM, has been dispensed with. Accordingly, the proposal for ratification of appointment of statutory auditors is not forming part of the Notice convening ensuing Annual General Meeting of the Company.

The Auditor''s Report for the financial year ended 31 ^st March, 2018 does not contain any qualification, reservation or adverse remarks.

b. Cost Auditors

As the Companies (Cost Records and Audit) Rules are not applicable to your Company, the Company has not appointed any Cost Auditor for the financial year 2018-19.

c. Internal Auditors

M/s. Shashank Patki and Associates, Chartered Accountants, Pune, M/s. J. V. Ramanujam & Co., Chartered Accountants, Chennai and M/s. Jasuja Kapoor & Associates, Chartered Accountants, Noida are re-appointed as the Internal Auditors of the Company for the financial year 2018-19.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions are taken.

d. 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, as amended, the Company has re-appointed M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2019.

The Secretarial Audit Report is annexed herewith as âAnnexure Bâ to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The salient features of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on Company''s website under the web link: http://www.hitechgroup.com/investor/#policies

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints under the said policy during the year. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Sexual Harassment Policy of the Company is displayed on the Company''s website under the weblink: http://www.hitechgroup.com/ investor/#policies

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a âWhistle Blower Policy'' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established mechanism for reporting concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct and Ethics.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website through the following link: http://www. hitechgroup.com/investor/#policies

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility (âCSRâ) Committee:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report forming part of the Annual Report.

CSR Policy:

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and can be accessed through the web link: http://www.hitechgroup.com/ investor/#policies

Initiatives undertaken during the financial year 2017-18:

During the financial year 2017-18, the Company has spent '' 12.45 lakhs towards Corporate Social Responsibility (CSR) expenses.

The Annual Report on CSR activities undertaken by the Company during the financial year 2017-18, is annexed as âAnnexure Câ and forms part of this Report.

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

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto as âAnnexure D'' and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956/ Section 124, 125 of the Companies Act, 2013, dividend pertaining to the financial year 2009-10 amounting to Rs.2,24,166 which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

Further, dividends, which remained unpaid or unclaimed for a period of 7 years, pertaining to the financial year 2010-11 which was declared at the Annual General Meeting of the Company held on 30^th July, 2011, will be transferred to the Investor Education and Protection Fund by 5^th September, 2018. Members who have not encashed their dividend warrants for the year 2010-11 or thereafter are requested to write to the Company''s Registrar and Share Transfer Agents. Details of unpaid/ unclaimed dividend are provided on Company''s website under the web link - http://www.hitechgroup.com/investor/#unclaimed-unpaid-dividend

The details of equity shares transferred to IEPF during 2017-18 are provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in âAnnexure Eâ.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The outstanding deposits as on 31st March, 2018 was Rs.268.69 lakhs including interest (accrued but not due) of Rs.14.29 lakhs.

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars	Amount (Rs.in Lakhs)
Opening Balance	304.40
Accepted during the year	--
Repaid / Settled during the year	50.00
As at the close of the year	254.40
Whether there has been any default in repayment of deposits or interest thereon; and if so the number
of times and the total amount involved-
a. At the beginning of the year	Nil
b. Maximum during the year	Nil
c. At the end of the year	Nil
Deposits which are not in compliance with requirements of Chapter V of Companies Act, 2013	Nil

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not provided any loan or given any guarantee or made any investment.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2017-18 were on an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large. Your Company''s sales transactions with Asian Paints Limited qualify as material Related Party Transactions (âRPTâ) under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, Company has obtained shareholders approval for the said material related party transactions.

The Board of Directors of the Company has formulated a Policy on dealing with RPTs and a Policy on materiality of Related Party Transactions which is uploaded on the website of the Company and can be accessed through the following link: http://www.hitechgroup. com/investor/#policies.

The details of the related party transactions of the Company as required under Indian Accounting Standard-24 are set out in Note 44 to the financial statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure Fâ to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place the adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation of the same were observed.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of this report.

CHANGE IN NATURE OF BUSINESS

There were no material changes in the nature of business of the Company during the year under review.

NAMES OF COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES DURING THE YEAR

As on 31^st March, 2018, the Company does not have any subsidiary company, Joint Venture or Associate Company.

OTHER DISCLOSURES

Your Company:

a) has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

b) has not issued Shares having differential rights as to dividend, voting or otherwise;

c) does not have any ESOP Scheme for its employees/Directors; and

d) has not issued Sweat Equity Shares.

HUMAN RESOURCE

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for the contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company''s steady performance.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b. accounting policies have been selected and applied consistently and judgments 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 your Company as at 31^st March, 2018 and of the profit and loss of the Company for the financial year ended 31 ^st March, 2018;

c. 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. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively and;

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and cooperation during the year.

Your Directors wish to express their sincere appreciation for the excellent support and co-operation extended by the Company''s shareholders, customers, bankers, suppliers, regulatory and government authorities and all other stakeholders.

For and on behalf of the Board of Directors

Ashwin S. Dani

Place: Mumbai Chairman

Date: 14^th May, 2018 (DIN: 00009126)

Mar 31, 2017

DIRECTORSâ REPORT

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2017.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31^st March, 2017 is summarized below:

(Rs. in lakhs)

	2016-17	2015-16
Sales Revenue	40,137	43,074
Other Income	287	272
Total Revenue	40,424	43,346
Earnings Before Interest, Depreciation & Tax (EBIDT)	3,496	4,635
Interest and Financing Charges	601	1,051
Depreciation	1,300	1,559
Profit (Before Tax)	1,595	2,025
Less: Provision for Tax	411	613
Net Profit (After Tax)	1,184	1,412
Previous year balance brought forward	9,362	8,214
Amount available for appropriations	10,546	9,626
The Directors recommendation of appropriation of the disposable profits as under :
Dividend on Preference Shares	--	65
Tax on dividend of Preference Shares	--	13
Dividend on Equity Shares	--	155
Tax on Equity Dividend	--	31
Balance carried to Balance Sheet	10,546	9,362

OVERVIEW OF FINANCIAL PERFORMANCE

Operating revenue reduced to Rs. 401 crores from Rs. 431 crores of previous year largely on account of Rohtak unit not operating during the year due to fire occurred last year and rebuilding activity was in progress. Profit before tax reduced to Rs. 15.95 crores consequent to reduction in sales and continuing fixed overheads of Rohtak plant. Profit after tax reduced to Rs. 11.84 crores from Rs. 14.12 crores.

COMMENCEMENT OF OPERATIONS AT ROHTAK

The Rebuilding of factory at Rohtak was completed during the year and the operation resumed in March, 2017.

SHARE CAPITAL

The Paid up Share Capital of the Company as on 31st March, 2017 is as under :

No. of Shares	Capital (Rs. in lakhs)
1,71,75,700 Equity Shares of Rs. 10/- each	1,717.57
3, 09, 44,164 - 9% Non-Convertible Redeemable Cumulative Preference Shares of Rs. 10/- each.	3,094.42
TOTAL	4,811.99

There was no change in the Share Capital of the Company during the financial year under review.

DIVIDEND

Your Directors are pleased to recommend dividend for approval of the members at the ensuing Annual General Meeting as under:

- On 9% Non-Convertible Redeemable Cumulative Preference Shares (''NCRCPS'') of Rs. 10/- each, dividend @ 9% p.a. i.e.

Rs. 0.90 per Preference Share of Rs.10/- each payable for the financial year ended 31^st March, 2017.

- The proposed dividend on NCRCPS will absorb Rs. 278.49 lakhs including Dividend Distribution Tax of Rs. 56.70 lakhs.

- On Equity Shares @ 9% i.e. Rs. 0.90 per equity share (Previous year Rs. 0.90 per equity share), for the financial year ended 31^st March, 2017.

- The proposed dividend on Equity Share Capital will absorb Rs. 186.05 lakhs including Dividend Distribution Tax of Rs. 31.49 lakhs.

The final dividend recommended by the Board will be accounted in the financial year in which it is approved by the shareholders in the Annual General Meeting.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI (LODR) Regulations''), a separate section on the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Company''s business forms an integral part of this Report.

PART REDEMPTION OF PREFERENCE SHARES

The Members are informed that on account of amalgamation of Clear Mipak Packaging Solutions Ltd (CMPSL) with the Company, 3,09,44,164, 9% Non Convertible Reedemable Cumulative Preference Shares of Rs. 10/- each were issued as consideration to the shareholders of CMPSL. As per the terms, the said Preference Shares have maximum period of 20 years with the option of redeeming the Preference Shares in full or in tranches before the aforesaid period by the mutual consent of the holders as may be allowed under the Act.

The Members are informed that the Company had redeemed 46,41,624 Preference Shares of Rs. 10/- each at par aggregating to Rs. 4,64,16,240 (Rupees Four Crore Sixty Four Lakhs Sixteen Thousand Two Hundred Forty Only) on 9^th June, 2017, out of profits of the Company after creation of Capital Redemption Reserve. After redemption, the Preference Share capital is now reduced to Rs. 26.30 crores.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) APPOINTMENTS / RE-APPOINTMENTS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashwin S. Dani, Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment to the Board.

During the financial year under review, Mr. Bomi P. Chinoy (DIN 07519315) and Ms. Vaishali V. Sharma (DIN 07531200) were appointed as Additional Directors (Independent) by the Board of Directors of the Company with effect from 23^rd May, 2016 and 10^th June, 2016, respectively. In the 25^th Annual General Meeting held on 23^rd September, 2016, members approved the aforesaid appointment of Independent Directors for a term of 5 years.

(b) RESIGNATIONS

During the Financial Year 2016-17, Mrs. Gool M. Kotwal, a Non-Executive Independent Director resigned from the Board of your Company with effect from the close of business hours of 15^th April, 2016.

Mr. Malav A. Dani (DIN: 01184336), Managing Director, Mr. Mehernosh A. Mehta (DIN: 00372340), Whole time Director, Mr. Bharat I. Gosalia, Chief Financial Officer and Mrs. Namita Tiwari, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

In the 25^th Annual General Meeting held on 23^rd September,

2016, Mr. Malav A. Dani (DIN 01184336) was re-appointed as the Managing Director for another term of five years with effect from 5^th August, 2016 and Mr. Mehernosh A. Mehta (DIN 00372340) was appointed as Whole time Director for a term of five years with effect from 17^th March, 2016.

(d) DECLARATION OF INDEPENDENCE

(e) FAMILIARISATION PROGRAMME

Whenever any person joins the Board of the Company as a Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company.

The details of such familiarization programmes has been disclosed on the Company''s website at www.hitechgroup.com

(f) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors on recommendation of the Nomination & Remuneration Committee has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman. The evaluation was carried out based on the ratings of the Directors in the questionnaires circulated to them.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF BOARD

The Board of Directors have formed the following committees and the detail pertaining to such committees are included in the Corporate Governance Report, which forms part of this Annual Report.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Allotment Committee

- Committee of Directors

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the number of Meetings of the Board and the Committees are discussed in the Corporate Governance Report which forms part of this Report.

EXTRACT OF ANNUAL RETURN

ADOPTION OF NEW ARTICLES OF ASSOCIATION OF YOUR COMPANY

The Company proposes to adopt new Articles of Association in accordance with the provisions of the Companies Act, 2013 read with Rules issued there under. The Resolution in this regard forms part of the Notice convening the 26^th Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

CORPORATE GOVERNANCE

CHANGE OF NAME

The name of the Company was changed from "Hitech Plast Limited" to "Hitech Corporation Limited" and a Certificate of Incorporation consequent to change of name was obtained from Registrar of Companies, Mumbai on 3^rd May, 2017.

LISTING OF SHARES

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the financial year 2017-18 has been paid to the respective Stock Exchange(s).

AUDITORS AND THEIR REPORT

a. Statutory Auditors:

The Members of the Company at its 23^rd Annual General Meeting held on Saturday, the 13^th day of September, 2014, had appointed M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Reg. No: 106041W/W100136) as Statutory Auditors of the Company for a term of five (5) years, subject to the ratification of their appointment by the Members at every Annual General Meeting.

The said Statutory had expressed their inability to continue as Statutory Auditors of the Company due to pre-occupation and other professional commitments. The Board places on record its appreciation for the services rendered by them during their tenure as the Statutory Auditors of the Company.

The Board at its Meeting held on 23^rd June, 2017, pursuant to Section 139(8) of the Companies Act, 2013, appointed M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Reg. No: 104607W/W100166) as Statutory Auditors of the Company, subject to the approval of shareholders at the ensuing Annual General Meeting.

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and Rules made thereunder and that they are not disqualified for appointment within the meaning of Section 141 of the Companies Act, 2013 and hold a valid Certificate of Practice issued by Peer Review Board of Institute of Chartered Accountants of India as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The above appointment forms part of the Notice of the ensuing Annual General Meeting. The Board of Directors recommends the appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, as the Statutory Auditors of the Company for a period of five years commencing from the date of appointment till conclusion of the 31^st Annual General Meeting of the Company, subject to ratification of their appointment by the members at every Annual General Meeting.

The Auditor''s Report for the financial year ended 31^st March, 2017 does not contain any qualification, reservation or adverse remarks.

b. Cost Auditors:

As the Companies (Cost Records and Audit) Rules are not applicable to your Company, the Company has not appointed any Cost Auditor for the financial year 2017-18.

c. Internal Auditors:

M/s. Shashank Patki and Associates, Chartered Accountants, Pune, M/s. J. V. Ramanujam & Co., Chartered Accountants, Chennai and M/s. Jasuja Kapoor & Associates, Noida are re-appointed as the Internal Auditors of the Company for the financial year 2017-18.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions are taken.

d. 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, as amended, the Company has re-appointed M/s. Nilesh Shah & Associates, Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2018.

The Secretarial Audit Report is annexed herewith as ''Annexure B'' to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS OF FRAUDS REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act and is appended hereto as ''Annexure -C'' and forms part of this Report. The Nomination & Remuneration Policy is also displayed on the Company''s website under the web link: http:// HYPERLINK "http://www.hitechgroup.com/investor/%23policies"www.hitechgroup.com/investor/#policies SEXUAL HARASSMENT POLICY

The Company has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has not received any complaints under the said policy during the year. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Sexual Harassment Policy of the Company is displayed on the Company''s website under the web link: http://www.hitechgroup.com/ investor/#policies

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a ''Whistle Blower Policy'' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established mechanism for reporting concerns about unethical behavior, actual or suspected fraud, violation of Code of Conduct and Ethics.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website through the following link: http://www. hitechgroup.com/investor/#policies CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Corporate Social Responsibility (''CSR'') Committee:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report forming part of the Annual Report.

CSR Policy:

Initiatives undertaken during the financial year 2016-17:

During the financial year 2016-17, the Company has spent Rs. 54.99 lakhs towards Corporate Social Responsibility (CSR) expenses.

The Annual Report on CSR activities undertaken by Company during the financial year 2016-17, is annexed as Annexure-D and forms part of this Report.

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

Information required under Section 134 (3) (m) of the Companies Act,

2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto as ''Annexure - E'' and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956/ Section 124, 125 of the Companies Act, 2013, dividends pertaining to the financial year 2008-09 amounting to '' 1,58,610 which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

Further, dividends which remained unpaid or unclaimed for a period of 7 years, pertaining to the financial year 2009-10 which was declared at the Annual General Meeting of the Company held on 4^th September, 2010, will be transferred to the Investor Education and Protection Fund by 3^rd October, 2017. Members who have not encashed their dividend warrants for the year 2009-10 or thereafter are requested to write to the Company''s Registrar and Share Transfer Agents. Details of Investor Education and Protection Fund provided on Company''s website under the weblink - http://www.hitechgroup.com/investor/#unclaimed-unpaid-dividend

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company has been disclosed in ''Annexure F''.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,

2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The outstanding deposits as on 31^st March, 2017 was Rs. 304.40 lakhs (including Directors deposit accepted in the year 2014-15).

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars	Details (Rs. in Lakhs)
Opening Balance	354.40
Accepted during the year	--
Repaid / Settled during the year	50.00
As at the close of the year	304.40
Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved- a. At the beginning of the year b. Maximum during the year c. At the end of the year	Nil Nil Nil
Deposits which are not in compliance with requirements of Chapter V of Companies Act, 2013	Nil

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not provided any loan or given any guarantee or made any investment. The investment of Rs. 1.25 lakhs in Paints & Coatings Skill Council, a Charitable Company incorporated under Section 8 of the Companies Act, 2013 could not be materialized and therefore reversed during the year in the books of account of the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2016-17 were on an arm''s length basis and in the ordinary course of business. There were no material significant related party transactions entered into by the Company with related party(ies) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large.

Your Company''s sales transactions with Asian Paints Limited qualify as material Related Party Transactions ("RPT") under Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015. Accordingly, Company has obtained shareholders'' approval for the said material related party transactions.

The details of the Related Party Transactions of the Company as required under Accounting Standard-18 are set out in Note 41 to the financial statements forming part of this Annual Report.

Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as ''Annexure G'' to this Report.

INTERNAL FINANCIAL CONTROLS

RISK MANAGEMENT

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and date of this report.

IMPLEMENTATION OF COMPANIES (INDIAN ACCOUNTING STANDARDS) RULES, 2015

The Companies (Indian Accounting Standards) Rules, 2015 is applicable to the Company with effect from 1^st April, 2017. Your Company is prepared to implement the said Rules in the financial statements of the Company for the year 2017-18.

IMPLEMENTATION OF CENTRAL GOODS AND SERVICE TAX (GST) ACT, 2017

The Central Goods And Service Tax (GST) Act, 2017 will be applicable with effect from the date as notified by the Government. Your Company has registered itself with various authorities for implementation of the GST Act.

CHANGE IN NATURE OF BUSINESS

There were no material changes in the nature of business of the Company during the year under review.

NAMES OF COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES DURING THE YEAR

As on 31^st March, 2017, the Company does not have any subsidiary company, Joint Venture or Associate Company.

GENERAL

Your Company

a) Has not issued Shares having differential rights as to dividend, voting or otherwise; and

b) Does not have any ESOP Scheme for its employees/Directors.

c) Has not issued Sweat Equity Shares.

HUMAN RESOURCE

The Company has always perceived its manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for the contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company''s steady performance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

b. accounting policies have been selected and applied consistently and judgments 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 your Company as at 31^st March, 2017 and of the profit and loss of the Company for the financial year ended 31^stMarch, 2017;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively and;

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and co-operation during the year.

For and on Behalf of the Board of Directors

Ashwin S. Dani

Chairman

(DIN: 00009126)

Place: Mumbai

Date: 23^rd June, 2017

Mar 31, 2016

Dear Shareholders,

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31^st March, 2016 is summarized below:

(Rs, in lacs)

	2015-16	2014-15
Gross Sales	43,074	50,989
Sales (Net of Excise)	39,070	46,227
Other Income	272	342
Total Income	39,342	46,569
Earnings Before Interest, Depreciation & Tax (EBIDT)	4,635	4,113
Interest and Financing Charges	1,051	1,579
Depreciation	1,559	1,624
Profit (Before Tax)	2,025	910
Less: Provision for Tax	613	232
Net Profit (After Tax)	1,412	679
Previous year balance brought forward	8,214	5,699
Adjustment of Residual value of Fixed Assets	--	(53)
Add: Received on account of merger of CMPSL	--	2,054
Amount available for appropriations	9,626	8,378
Proposed dividend on Preference Shares	65	--
Tax on proposed dividend on Preference Shares	13	--
Proposed Dividend on Equity shares	155	136
Tax on Equity Dividend	31	28
Balance carried to Balance Sheet	9,362	8,214

OVERVIEW OF FINANCIAL PERFORMANCE

Operating revenue reduced to Rs, 393 crores from Rs, 466 crores of previous year largely on account of reduction in key raw material prices due to drop in crude prices as also some reduction in sales volume of Rohtak unit because of fire. Profit Before Tax increased to Rs, 20.25 crores consequent to reduction in manpower cost, finance cost & improved efficiency in production. Profit after tax increased to Rs, 14.12 crores from Rs, 6.79 crores.

SHARE CAPITAL

The Authorized Share Capital of the Company increased during the year from Rs, 20 crores to Rs, 60.50 crores. During the year 20 lacs Convertible Warrants were converted into 20 lacs Equity Shares of Rs, 10/- each upon exercise of conversion option by the warrant holders.

The Board of Directors of the Company and Clear Mipak Packaging Solutions Limited (âCMPSLâ) had approved a Scheme of Amalgamation (âSchemeâ) to simplify the group structure by elimination of multiple entity with a view to consolidate businesses and lead to synergies in operations. Pursuant to the Scheme, 173 9% Non-Convertible Redeemable Cumulative Preference Shares of Rs, 10/- each fully paid up of the Company were issued to the shareholders of CMPSL for every 10 equity shares held in CMPSL in consideration of the amalgamation of CMPSL into the Company.

Pursuant to Order dated 20th November, 2015 passed by the Hon''ble High Court of Judicature at Bombay approving the said Scheme, the same was implemented by allotting 3,09,44,164 9% Non-Convertible Redeemable Cumulative Preference Shares of '' 10/- each fully paid up of the Company to the shareholders of CMPSL on 07th January, 2016.

Accordingly, the Paid up Share Capital of the Company as on 31^st March, 2016 is as under :

No. of Shares	Capital (Rs, in lacs)
1,71,75,700 Equity Shares of Rs, 10/- each	1,717.57
3,09,44,164 - 9% Non-Convertible Redeemable Cumulative Preference Shares of Rs, 10/- each.	3,094.42
TOTAL	4,811.99

DIVIDEND

Your Directors are pleased to recommend dividend for approval of the members as under:

- On Equity Shares @ 9% i.e. Rs, 0.90 per equity share (Previous year Rs, 0.90 per equity share), for the financial year ended 31^st March, 2016.

- On 9% Non-Convertible Redeemable Cumulative Preference Shares (âNCRCPS'') of '' 10/- each, dividend @ 9% p.a. payable for the period starts from 7^th January, 2016 to 31st March, 2016 (both the days inclusive).

The proposed dividend on Equity Share Capital will absorb Rs, 186.05 lacs including Dividend Distribution Tax of Rs, 31.47 lacs

The proposed dividend on NCRCPS will absorb Rs, 78 lacs including Dividend Distribution Tax of Rs, 13 lacs.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI (LODR) Regulations''), a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of Company''s business, forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) APPOINTMENTS/RE-APPOINTMENTS

During Financial Year 2015-16, Mr. Mehernosh A. Mehta (DIN: 00372340) was appointed as an Additional Director with effect from 17^th March, 2016, who holds office up to the date of the ensuing Annual General Meeting of the Company.

Mr. Bomi Pesi Chinoy (DIN: 07519315) and Ms. Vaishali Sharma (DIN: 07531200) were appointed as Additional Directors (Independent) by the Board of Directors of the Company with effect from 23^rd May, 2016 and 10^th June, 2016, respectively. As Additional Directors, they hold office up to the date of the ensuing Annual General Meeting. The Company has received notices in writing under Section 160 of the Companies Act, 2013 from the members proposing Mr. Bomi Chinoy''s and Ms. Vaishali Sharma''s candidature for the office of Director. Accordingly, Mr. Bomi Chinoy and Ms. Vaishali Sharma are proposed to be appointed as an Independent Directors of the Company for a period of 5 years, subject to the approval of members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jalaj A. Dani, Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment to the Board.

(b) RESIGNATIONS

During the Financial Year 2015-16, Mrs. Ina A. Dani, a Non-Executive Promoter Director resigned from the Board of your Company with effect from end of the business hours of 30^th June, 2015.

Mrs. Gool M. Kotwal, a Non-Executive Independent Director resigned from the Board of your Company with effect from end of the business hours of 15^th April, 2016.

The Board places on record its appreciation for their invaluable contribution / guidance during their association with your Company.

During the financial year, Mr. Mehernosh A. Mehta (DIN: 00372340), was appointed as the Whole time Director of the Company for a period of five years with effect from 17^th March, 2016 to 16^th March, 2021.

Mr. Malav A. Dani, Managing Director (DIN: 01184336) of the Company, whose tenure as Managing Director expires on 4^th August, 2016, was re-appointed by the Board of Directors of the Company for a further period of 5 years w.e.f. 5^th August, 2016 to 4^th August, 2021, subject to approval of shareholders at the ensuing Annual General Meeting of the Company and the approval of applicable statutory authorities. The Board recommends his re-appointment as Managing Director of the Company for a further period of 5 years.

Mr. Malav Dani, Managing Director (DIN: 01184336), Mr. Mehernosh Mehta, Wholetime Director (DIN: 00372340), Mr. Bharat Gosalia, Chief Financial Officer and Mrs. Namita Tiwari, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

The above appointment and re-appointment forms part of the Notice of the Twenty Fifth Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

(d) CHIEF OPERATING OFFICER

Mr. Baskaran Nadar is appointed as the Chief Operating Officer of the Company with effect from 3^rd August, 2016.

(e) DECLARATION OF INDEPENDENCE

(f) FAMILIARISATION PROGRAMME

The details of such familiarization programmes has been disclosed on the Company''s website at www.hitechgroup.com

(g) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors on recommendation of the Nomination & Remuneration Committee has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of three (3) Members viz. Mr. Harish N. Motiwalla a Non-Executive Independent Director as the Chairman, Mr. Ashwin Nagarwadia a Non-Executive Director and Mr. Jayendra R. Shah Non-Executive Independent Director as Members.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the number of Meetings of the Board and the Committees are discussed in the Corporate Governance Report which forms part of this Report.

EXTRACT OF ANNUAL RETURN

CORPORATE GOVERNANCE

In compliance with the requirements of Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a separate report on Corporate Governance along with Auditors'' certificate on its compliance, forms an integral part of this Report.

LISTING OF SHARES

The Company''s equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the financial year 2016-17 has been paid to the respective Stock Exchange(s).

AUDITORS AND THEIR REPORT

a. Statutory Auditors

The Members of the Company at its 23^rd Annual General Meeting held on Saturday, the 13^th day of September, 2014, had appointed M/s Manubhai & Shah LLP Chartered Accountants (Firm Reg. No: 106041W/W100136) as Statutory Auditors of the Company for a term of five (5) years, subject to the ratification of their appointment by the members at every Annual General Meeting.

A Resolution for ratification of appointment of M/s Manubhai & Shah LLP Chartered Accountants (Firm Registration No: 106041W/ W100136), as Statutory Auditors of the Company for the Financial Year 2016-17 is being placed for the approval of members in the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, if ratified and confirmed, would be within the prescribed limits under the Companies Act, 2013 and Rules made there under and that they are not disqualified to be Statutory Auditors of your Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015, M/s Manubhai & Shah LLP Chartered Accountants have also confirmed that they hold a valid Certificate of practice issued by Peer Review Board of Institute of Chartered Accountants of India.

The Auditor''s Report for the financial year ended 31^st March, 2016 does not contain any qualification, reservation or adverse remarks.

b. COST AUDITORS

As the Companies (Cost Records and Audit) Rules are not applicable to your Company, the Company has not appointed any Cost Auditor for the financial year 2015-16.

c. INTERNAL AUDITORS

M/s. Shashank Patki and Associates, Chartered Accountants, Pune and M/s. J. V. Ramanujam & Co., Chartered Accountants, Chennai were re-appointed as the Internal Auditors of the Company for the financial year 2015-16.

M/s. Shashank Patki and Associates, Chartered Accountants, Pune and M/s. J. V. Ramanujam & Co., Chartered Accountants, Chennai and M/s. Jasuja Kapoor & Associates, Noida, re-appointed/ appointed as an Internal Auditors for the financial year 2016-17.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically appraised of the Internal Audit findings and corrective actions are taken.

d. SECRETARIAL AUDITORS

The Secretarial Audit Report is annexed herewith as âAnnexure B'' to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

- C'' and forms part of this Report. The Nomination & Remuneration Policy is also displayed on the Company''s website under the web link: http://www.hitechgroup.com/investor/#policies

SEXUAL HARASSMENT POLICY

The Company has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013. The Company has not received any complaints under the said policy during the year. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Sexual Harassment Policy of the Company is displayed on the Company''s website under the we blink: http://www.hitechgroup.com/ investor/#policies

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a âWhistle Blower Policy'' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established mechanism for reporting concerns about unethical behavior, actual or suspected fraud, violation of our Code of Conduct and Ethics.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website through the following link: http://www. hitechgroup.com/investor/#policies.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility (âCSR'') Committee:

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of Directors have constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report forming part of the Annual Report.

CSR Policy:

The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and can be accessed through the we blink: http://www.hitechgroup.com/ investor/#policies.

Initiatives undertaken during the financial year 2015-16:

During the financial year 2015-16, the Company has spent Rs, 5.70 Lacs

The Annual Report on CSR Activities undertaken by Company during the financial year 2015-16, is annexed as Annexure-D and forms part of this Report.

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

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto as âAnnexure - E'' and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, dividends pertaining to the financial year 2007-08 amounting to Rs, 1,49,119/- which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

Further, dividends, which remained unpaid or unclaimed for a period of 7 years, pertaining to the financial year 2008-09 which was declared at the Annual General Meeting of the Company held on 26^th September, 2009, will be transferred to the Investor Education and Protection Fund by 25^th October, 2016. Members who have not encased their dividend warrants for the year 2008-09 or thereafter are requested to write to the Company''s Registrar and Share Transfer Agents.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company has been disclosed in âAnnexure F''.

DEPOSITS

During the financial year the Company accepted deposits from the shareholders of an amount of Rs, 304.40 lacs in pursuant to the provisions of the Companies Act, 2013 and rules made there under. The outstanding deposits as on 31^st March, 2016 was Rs, 354.40 lacs (Including Directors deposit accepted in the year 2014-15).

Particulars of Deposits covered Under Chapter V of the Act are as follows:

Particulars	Details (Rs, in Lacs)
Opening Balance	50.00
Accepted during the year	304.40
Repaid / Settled during the year	-
As at the close of the year	354.40
Whether there has been any default in repayment of deposits or interest thereon; and if so the number of times and the total amount involved- a. At the beginning of the year b. Maximum during the year c. At the end of the year	Nil
Deposits which are not in compliance with requirements of Chapter V of Companies Act, 2013	Nil

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has invested an amount of Rs, 1.25 lacs by subscribing to the share capital of Paints & Coatings Skill Council, a Charitable Company incorporated under Section 8 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered during the financial year 2015-16 were on an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large.

Your Company''s sales transactions to Asian Paints Limited qualify as material Related Party Transactions (RPT) under Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company have formulated a Policy on dealing with RPTs and a Policy on materiality of Related Party Transactions which is uploaded on the website of the Company and can be accessed through the following we blink: http://www. hitechgroup.com/investor/#policies.

The details of the related party transactions of the Company as required under Accounting Standard - 18 are set out in Note 41 to the financial statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as âAnnexure G'' to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place of adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation of the same were observed.

RISK MANAGEMENT

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the year under review. However, various manufacturing units of Clear Mipak Packaging Solutions Limited (CMPSL), catering to separate industry segments like pharmaceutical, agro, FMCG etc. stood transferred to the Company consequent to Scheme of Amalgamation between CMPSL and the Company.

NAMES OF COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES DURING THE YEAR

During the year under review, by an Order dated 20^th November, 2015 from Hon''ble High Court Judicature of Bombay sanctioned the merger of Clear Mipak Packaging Solutions Limited (CMPSL), a subsidiary of the Company with the Company. Upon certified copy of the said Order being filed with Registrar of Companies, Mumbai, Maharashtra, the merger became effective. Consequently, now no subsidiary company exist. The Company does not have any Joint Ventures or Associate Companies.

GENERAL

Your Company

a) has not issued Shares having differential rights as to dividend, voting or otherwise and

b) does not have any ESOP Scheme for its employees/Directors. HUMAN RESOURCE

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for the contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company''s steady performance.

FIRE AT ROHTAK UNIT

The manufacturing operations of the Company''s unit located at Rohtak, Haryana, was disrupted because of agitation in the area nearby plant and the entire unit was destroyed due to fire on 20^th February 2016, resulting in irreparable damage to the said unit. This caused an impact on Company''s operations for the current financial year. The property was fully insured on a reinstatement basis and the Company has submitted its claim to the Insurance Company. The surveyors appointed by the Insurance Company submitted their report based on which they are assessing the claim. Consequent to the report of the Insurance Surveyor, the Company received âOn Account Paymentâ of Rs,18 crores towards its claim, pending final settlement of the claim on rebuilding the factory. The Company has started activities of rebuilding the factory including new civil structures and expects to recommence the manufacturing operations in the 4^th Quarter of the Financial Year 2016-17.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts, for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. accounting policies have been selected and applied consistently and judgments 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 your Company as at 31^st March, 2016 and of the profit and loss of the Company for the financial year ended 31^st March, 2016;

d. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively and;

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and cooperation during the year.

For and on Behalf of the Board of Directors

Ashwin S. Dani

Chairman (DIN: 00009126)

Place : Mumbai

Date: 2^nd August, 2016

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2015 is summarized below:

(Rs, in lacs)

2014-15 * 2013-14

Gross Sales 50,989 30,499

Sales (Net of Excise) 46,227 26,970

Other Income 342 157

Total Income 46,569 27,127

Operating Profit (PBIDT) 4,113 2,918 Interest and Financing Charges 1,579 1,371

Depreciation 1,624 989

Profit (Before Tax) 910 558

Less: Provision for Tax - Current 381 188

Provision for Tax- Deferred (144) (32)

Mat credit of earlier year -- (80)

Tax provision for earlier years (5) 108

Net Profit (After Tax) 678 374

Previous year balance brought forward 5,699 5,464

Adjustment of Residual value of Fixed (53) -- Assets

Add: Received on account of merger of 2,054 -- CMPSL

Disposable Profit 8,378 5,838

Appropriations

Proposed Dividend on Equity shares 136 119

Tax on Equity Dividend 28 20

Balance carried to Balance Sheet 8,214 5,699

*After considering merger of Clear Mipak Packaging Solutions Ltd., (CMPSL), a subsidiary of the Company as per the Scheme sanctioned by Hon'ble High Court of Bombay vide it's Order dated 20th November, 2015.

FINANCIAL PERFORMANCE

During the year under review, your Company has recorded revenue from operations of Rs, 466 crores as against Rs, 271 crores in the previous year. Operating Profit has increased to Rs, 41.13 crores as against Rs, 29.18 crores of previous year. The Net Profit (after tax and extra ordinary items) for the financial year ended 31st March, 2015 is Rs, 6.78 crores as against Rs, 3.74 crores in the previous year.

DIVIDEND

Your Directors are pleased to recommend for approval of the shareholders, dividend of Rs, 0.90 per share (at the rate of 9%), (Previous year Rs, 0.90 per share), on the Equity Shares of the Company for the year ended 31st March, 2015.

The proposed dividend on Equity Share Capital will absorb Rs, 1.65 crores including Dividend Distribution Tax of Rs, 0.28 crores.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

SCHEME OF AMALGAMATION

The Board of Directors of the Company on 12th November, 2014 approved a Scheme of Amalgamation ("the Scheme") for merger of Clear Mipak Packaging Solutions Limited (CMPSL), a subsidiary of the Company into the Company with effect from 1st April, 2014 ("Appointed Date") to simplify the group structure by elimination of multiple entity with a view to consolidate the businesses and lead to synergies in operations. The Hon'ble High Court of Bombay, vide its Order dated 20th November, 2015 sanctioned the scheme of amalgamation of CMPSL into the Company. The Appointed Date being 1st April, 2014, the financials for the year under review have been prepared after giving effect to the Scheme of Amalgamation.

AGM EXTENSION

Pending receipt of Order from Hon'ble High Court of Bombay with regard to the Petition made by the Company for sanction of Scheme of Amalgamation for merger of Clear Mipak Packaging Solutions Limited, a subsidiary of the Company, and in response to the application made by the Company, the Registrar of Companies, Maharashtra, Mumbai had granted extension of period for holding the Annual General Meeting of your Company for three months i.e. up to 30th December, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with clause 49 of the Listing Agreement a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of Company's business, forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointments

In Compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Rameshchandra Gandhi, Mr. Harish N. Motiwalla Mr. Rajnikant B. Desai and Mr. Jayendra R. Shah were appointed as Independent Directors on the Board of Directors of your Company at the 23rd AGM held on 13th September, 2014 to hold office up to 5 (five) consecutive years commencing from 1st April, 2014 to 31st March, 2019.

During the financial year 2014-15, the Board of Directors appointed Mrs. Gool M. Kotwal as an Additional Director (Independent) for a period of five consecutive years commencing from 14th October, 2014 to 13th October, 2019. Her appointment as an Independent Director was subsequently confirmed by the Shareholders through postal ballot process on 15th April, 2015.

(b) Resignations / Retirements

During the year, Mr. A.VS. Murthy, Non-Executive Director, Mr. Rameshchandra Gandhi, Non-Executive Independent Director and Mrs. Ina Dani, a Non-Executive Promoter Director, resigned from the Board of your Company with effect from 25th April, 2014, 31st March, 2015 and 30th June, 2015 respectively. The Board places on record its appreciation for their valuable contribution during their association with your Company. In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashwin R. Nagarwadia, a Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Appropriate Resolution for his re-appointment is being placed for your approval in the ensuing AGM. The brief resume of the aforesaid Director and other related information have been detailed in the Notice convening the 24th AGM of your Company. Your Directors recommend his re-appointment as a Non-Executive Director of your Company.

(c) Key Managerial Personnel

During the year Mr. Satish Samant, Chief Financial Officer, resigned with effect from 2nd July, 2014 and Mr. Bharat Gosalia was appointed as the Chief Financial Officer of the Company with effect from 3rd July, 2014.

Mr. Malav Dani, Managing Director, Mr. Bharat Gosalia, Chief Financial Officer and Mrs. Namita Tiwari, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.

(d) DECLARATION OF INDEPENDENCE

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 Clause 49 of the Listing Agreement, as amended from time to time.

(e) FAMILIARISATION PROGRAMME

Whenever any person joins the Board of the Company as a Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the code of conduct to be adhered, nature of the industry in which the Company operates and the business model of the Company.

The details of such familiarization programmes has been disclosed on the Company's website at www.Hi-techgroup.com

(f) BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination & Remuneration Committee has evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of three (3) Members viz. Mr. Harish N. Motiwalla a Non-Executive Independent Director as the Chairman, Mr. Ashwin Nagarwadia a Non-Executive Director and Mr. Jayendra R. Shah, a Non-Executive Independent Director, as Members.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of the Meetings of the Board and Audit Committees are set out in the Corporate Governance Report which forms part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT9 in accordance with Section 92 (3) of the Companies Act. 2013 read with Companies (Management and Administration) Rules, 2014 are set out herewith as "Annexure A".

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with Auditors' certificate on its compliance, forms an integral part of this Report.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs, 15,17,57,000. Pursuant to the provisions of Section 62(1)(c ) and all other applicable provisions of the Companies Act, 2013 and pursuant to the provisions of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (ICDR) and other applicable

provision of SEBI Regulations/ Guidelines as in force, the Company had issued and allotted 20,00,000 (twenty lacs) Equity Shares of Rs, 10/- each and 20,00,000 (twenty lacs) Convertible Warrants ofRs, 10/- each at issue price of Rs, 57.00 each to some Members of Promoter Group under preferential issue. Each Convertible Warrant is convertible into One Equity Share of Rs, 10/- each on exercise of Conversion option within 18 (eighteen) months from the date of allotment.

Pursuant to the Scheme of Amalgamation of CMPSL with the Company under Section 391 to 394 of the Companies Act, 1956 sanctioned by the Hon'ble Bombay High Court on 20th November, 2015, the Company will issue and allot 3,09,44,164, 9% Non Convertible Redeemable Preference Shares ofRs, 10/- each fully paid up to the shareholders of CMPSL in the ratio of 173 (one hundred seventy three) Preference Shares for every 10 (Ten) Equity shares of the face value ofRs, 10/- of CMPSL.

LISTING OF SHARES

The Company's equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the financial year 2015-16 has been paid to the Stock Exchange(s).

AUDITORS AND THEIR REPORT

Statutory Auditors

The Members of the Company at its 23rd Annual General Meeting held on Saturday, 13th September, 2014 had appointed M/s Manubhai & Shah, Chartered Accountants (Firm Reg. No: 106041W) as Statutory Auditors of the Company for a term of five (5) years, subject to the ratification of their appointment by the members at every Annual General Meeting.

A Resolution for ratification of appointment of M/s Manubhai & Shah, Chartered Accountants (Firm Reg. No: 106041W) as Statutory Auditors of the Company is being placed for the approval of members in the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, if ratified and confirmed, would be within the prescribed limits under the Companies Act, 2013 and rules made there under and that they are not disqualified to be Auditors of your Company. As required under Clause 49 of the Listing Agreement, M/s Manubhai & Shah, Chartered Accountants, have also confirmed that they hold a valid certificate issued by Peer Review Board of ICAI,

There are no qualifications contained, in the Statutory Auditors' Report and therefore there are no further explanations to be provided for in this report.

Cost Auditors

As the Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company, the Company has not appointed any Cost Auditor for the financial year 2014-15.

Internal Auditors

During the year, M/s. Shashank Patki and Associates, Chartered Accountants, Pune and M/s. J. V. Ramanujam & Co., Chartered Accountants, Chennai have been appointed as the Internal Auditors of the Company.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions are taken.

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. Nilesh Shah & Associates, Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2015.

The Secretarial Audit Report is annexed herewith as 'Annexure B' to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The Nomination & Remuneration Policy is annexed herewith as "Annexure C".

PREVENTION OF SEXUAL HARASSMENT POLICY

During the year the Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013. The Company did not receive any such complaints during the year. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Sexual Harassment Policy of the Company is displayed on the Company's website under the weblink: www.Hi-techplast.in/pdf/ Policies/Sexual-Harrasment-Policy

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a 'Whistle Blower Policy' with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established mechanism for reporting concerns about unethical behaviour, actual or suspected fraud, violation of Code of conduct and Ethics.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website through the following link: http://www.Hi-techplast.in/pdf/viigil-mechanism-and-whitle-blower- policy.pdf

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of three Members viz; Mr. Malav Dani, Managing Director, as Chairman, Mrs. Gool M. Kotwal, an Independent Director and Mr. Ashwin R. Nagarwadia a Non-Executive Director as Members. The Committee has formulated a CSR Policy for your Company and on recommendation of the Committee the Board has approved the said Policy.

The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time have been disclosed in 'Annexure - D' to this Report

During the financial year 2014-15, the Company was required to spend an amount ofRs, 20.23 lacs on the CSR activities pursuant to provisions of Section 135 of the Companies Act, 2013. This being the first year, your Company has initiated steps, earmarked the areas and shortlisted the implementing agencies to incur expenditure for CSR initiatives in the coming years through specified programmes and projects. The Company is committed to actively engage and spend in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is appended hereto as 'Annexure - E' and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956), dividends pertaining to the financial year 2006- 07 amounting to Rs, 1,19,534/- which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company has been disclosed in 'Annexure F'

DEPOSIT

The deposits accepted by the Company under the provisions of the Companies Act, 1956 have been refunded by the Company and as on 31st March, 2015, there were no amount outstanding as deposits. Further, during the year under review the Company has accepted deposits from its Directors in compliance with the provisions of Section 73 of the Companies Act, 2013 and rules made there under.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no Loans, Guarantees and Investments under Section 186 of the Act during the financial year 2014-15.

RELATED PARTY TRANSACTION

During the financial year 2014-15, your Company has entered into various transactions with related parties as defend under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 which were in its ordinary course of business and on arm's length basis. Your Company's Sales transaction to Asian paints Ltd. qualify as material Related Party Transaction (RPT) under the Listing Agreement. All the RPTs were undertaken in accordance with the provisions of the Companies Act, 2013, Rules made there under and Clause 49 of the Listing Agreement.

The Audit Committee and the Board of Directors of the Company have formulated a Policy on dealing with RPTs and a Policy on materiality of Related Party Transactions which is uploaded on the website of the Company and can be accessed through the following link: http://www. Hi-techplast.in/pdf/related-party-transaction-policy.pdf

The details of the related party transactions as required under Accounting Standard Â 18 are set out in Note 41 to the financial statements forming part of this Annual Report

Form AOC Â 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as 'Annexure G' to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to our business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company during the year under review except merger of a subsidiary company into the Company as sanctioned by Hon'ble High Court Judicature of Bombay and as stated above.

CHANGE IN NATURE OF BUSINESS

There were no change in the nature of business of the Company during the year under review.

NAMES OF COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JVs OR ASSOCIATES DURING THE YEAR

In view of Hon'ble High Court Judicature of Bombay Order dated 20th November, 2015, sanctioning the Scheme of Amalgamation for merger of Clear Mipak Packaging Solutions Limited (CMPSL) into the Company with Appointed date as 1st April, 2014, CMPSL ceased to be the subsidiary of the Company.

GENERAL

Your Company;

a) has not issued Shares having differential rights as to dividend. Voting or otherwise and

b) does not have any ESOP Scheme for its employees/Directors.

HUMAN RESOURCE

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for the contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company's steady performance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. accounting policies have been selected and applied consistently and judgments 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 your Company as at 31st March, 2015 and of the Profit and loss of the Company for the financial year ended 31st March, 2015;

c. 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. the annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively and;

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and co- operation during the year.

Your Directors wish to express their sincere appreciation for the excellent support and co-operation extended by the Company's shareholders, customers, bankers, suppliers, regulatory & government authorities and all other stakeholders.

For and on Behalf of the Board of Directors

ASHWIN S. DANI

Chairman DIN: 00009126

Place: Mumbai

Date: 30th November, 2015

Regd. Office:

Unit No. 201, 2nd Floor, Welspun House,

Kamala City, Senapati Bapat Marg,

Lower Parel, Mumbai - 400072

Tel.: 022 4001 6500 Fax. : 022 2495 5659

E-mail: [email protected]

website: www.Hi-techgroup.com

CIN: L28992MH1991PLC168235

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of your Company, for the year ended 31st March, 2014 is summarised below:

(Rs. in Lacs)

HITECH PLAST LIMITED HITECH PLAST LIMITED CONSOLIDATED

2013-14 2012-13 2013-14 2012-13

Gross Sales 30,499 28,686 50,414 48,128

Sales (Net of Excise) 26,970 25,422 45,756 43,685

Other Income 157 215 252 468

Total Income 27,127 25,637 46,008 44,153

Total Expenditure 24,209 22,683 41,096 39,328

Operating Profit 2,918 2,954 4,913 4,825

Interest and Financing Charges 1,371 1,294 1,722 1,832

Depreciation 989 810 1,843 1,729

profit (Before Tax) 558 850 1,348 1,264

Less: Provision for Tax 188 68 522 176

Provision for Deferred Tax (32) 80 (116) 50

MAT credit of earlier year (81) - (81) -

Tax provision for earlier years 108 - 214 -

Net Profit (After Tax) 375 702 809 1,038

Minority Interest - - 174 134

Net Profit after Minority Interest 375 702 635 904

Previous year balance brought forward 5,463 5,061 6,043 5,439

Disposable Profit 5,837 5,763 6,678 6,343

Appropriations

Proposed Dividend on Equity shares 119 211 119 211

Tax on Equity Dividend 20 36 20 36

Transfer to General Reserve - 53 - 53

Balance carried to Balance Sheet 5,699 5,463 6,539 6,043

STANDALONE FINANCIALS

Net revenue from operations increased to Rs. 270 crores from Rs. 254 crores in the previous year registering a growth of 6%. The operating profit (EBIDTA) however, was lower at Rs. 29.18 crores as against Rs. 29.54 crores in the previous year. The operating margins were under pressure because of increase in material and variable cost. The finance and depreciation costs were higher resulting in lower profit before tax of Rs. 5.58 crores against Rs. 8.50 crores in the previous year.

CONSOLIDATED FINANCIALS

The consolidated revenues increased to Rs. 458 crores from Rs. 437 crores in the previous year. The net profit before minority interest was lower at Rs. 8.09 crores against Rs. 10.38 crores in the previous year.

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfl conditions mentioned in the said circular. The Consolidated Accounts have been prepared on the basis of Audited Financial Statements received from the Subsidiary Company, as approved by its Board of Directors.

The Consolidated Financial Statements of your Company for the financial year 2013-14, have been prepared in compliance with applicable Accounting Standards and applicable Listing Agreement, as prescribed by the Securities and Exchange Board of India.

The Annual Accounts and Financial Statements of the Subsidiary of your Company and related detailed information shall be made available to the members on request and are open for inspection at the Registered office of your Company.

Your Company has complied with all the conditions as stated in the said circular and accordingly has not attached the Financial Statements of the Subsidiary Company for the financial year 2013-14. A statement of summarized financials of subsidiary including capital, reserves, total assets, total liabilities, details of investments, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Affairs, forms part of this Report.

DIVIDEND ON EQUITY SHARES

Your Directors are pleased to recommend for approval of the shareholders, dividend of Rs. 0.90 per share (at the rate of 9%), (Previous year Rs. 1.60 per share), on the Equity Shares of the Company for the year ended 31st March, 2014.

The proposed dividend on Equity Share Capital will absorb Rs. 1.39 crores including Dividend Distribution Tax of Rs. 0.20 crores.

TRANSFER TO RESERVES

As the rate of dividend declared by the Company is less than 10% of face value, no amount has been transfered to the General Reserve.

CONSOLIDATION OF MANUFACTURING ACTIVITIES

As a part of your Company''s consolidation initiatives, the Company''s Puducherry plant has been shifted and merged with the plant situated at Sriperumbudur and the Company''s Masat Plant has been shifted and merged with plant situated at Galonda. The consolidation initiatives will help in reducing cost and improving operational effciency.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis on the operations and performance of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance with an emphasis on transparency, accountability and integrity. It has also complied with various standards set out by SEBI and the Stock Exchanges, where it is listed.

A separate report on Corporate Governance forms part of this Annual Report, pursuant to Clause 49 (VII) of the Listing Agreements. Your Company is compliant with the requirements of the Listing Agreements and required disclosures have been made in this regard in the Corporate Governance Report.

A certifcate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is attached to this Report.

HOLDING COMPANY

Your Company is a subsidiary of Geetanjali Trading And Investments Private Limited, which holds 60.94% of the Equity Share Capital of the Company.

SUBSIDIARY COMPANY

Your Company has only one subsidiary namely Clear Mipak Packaging Solutions Limited, which has reported this year profit (before tax) of Rs. 7.90 crores as against profit of Rs. 4.13 crores for the previous year on account of better sales realization and reduction in interest and depreciation cost.

The Statement pursuant to Section 212 (1) (e) and 212 (8) of the Companies Act, 1956, are given at the end of Notes to the Accounts.

LISTING

The Company''s securities continue to be listed on two Stock Exchanges viz. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Applicable listing fees have been paid up to date.

FIXED DEPOSITS

Your Company continued accepting fixed deposits from shareholders, friends, relatives of directors and business associates which stood at an amount of Rs. 15.06 crores (including Rs. 4.32 crores payable within 12 months) against Rs. 8.97 crores at the end of previous financial year. The Company had made timely interest payments on all fixed deposits. There is no unclaimed Fixed Deposit as on 31st March, 2014.

However in the light of applicability of Section 74 of The Companies Act, 2013, your Company has stopped accepting or renewing Fixed Deposits with effect from 1st April, 2014. Further all the deposits shall be refunded as and when due.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and other insurable statutory liabilities are adequately insured.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-Section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure B to the Directors'' Report. Details of expenditure and earnings in foreign currencies are given under relevant Notes to the Financial Statements.

STATUTORY DISCLOSURES

Particulars of Employees as required under Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 as amended, are given in Annexure ''A'' forming part of this Report. Information under Section 217(1)(e) of the Act read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure ''B'' forming part of this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, hereby confirm that:

a. In preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. 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 profit of the Company for that year;

c. They have taken proper and suffcient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

BOARD OF DIRECTORS

Mr. Jayendra Ratilal Shah was appointed as an Additional Director with effect from 14th November, 2013 under Section 161(1) of the Companies Act, 2013. As per Section 161(1) of the Companies Act, 2013, as an Additional Director he holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director of the Company, liable to retire by rotation.

The Company has received notice under Section 160 of the Companies Act, 2013, proposing his candidature for appointment as a Director of the Company. Resolution seeking approval of the Members for appointment of Mr. Jayendra Ratilal Shah as a Director of the Company, has been incorporated in the Notice of the ensuing Annual General Meeting along with his brief profle. Your Directors recommend his appointment as a Director of your Company.

Mr. A.V.S Murthy resigned as a Director of the Company on 25th April, 2014 as his resignation has been accepted in the Board Meeting held on 26th May, 2014.

The Board had placed on its record gratitude and appreciation for the valuable assistance, advice and support rendered by Mr. A.V.S Murthy throughout his period of association with the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ashwin S. Dani and Mr. Jalaj A. Dani, are liable to retire by rotation and being eligible, offer themselves, for reappointment at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice.

Reappointment of Independent Directors

As per the requirement of Companies Act, 2013, Mr. Rameshchandra S. Gandhi, Mr. Harish N. Motiwalla, Mr. Rajnikant B. Desai and Mr. Jayendra R. Shah are proposed to be reappointed as Independent Directors of the Company to hold office for a period of five consecutive years for a term commencing from 1st April, 2014 to 31st March, 2019.

The Company has received notices under Section 160 of the Companies Act, 2013, proposing their candidature for appointment as Independent Directors of the Company. The above appointments, reappointments form part of the Notice of the ensuing Annual General Meeting and the relevant Resolutions are recommended for your approval.

AUDITORS

M/s. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting.

M/s Shah & Co. have informed the Company that they do not seek reappointment as Statutory Auditor at the next AGM of the Company, in view of the applicability of Section 139 of the Companies Act, 2013 wherein it has been provided that a Firm of Chartered Accountants who have been Statutory Auditors of a Company for more than 10 years cannot be reappointed for a further period of five years. M/s. Shah & Co., Chartered Accountants, have been the Statutory Auditors of the Company for more than 10 years.

The Company has received letter from M/s Manubhai & Shah to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and are not disqualifed for appointment within the meaning of Section 141 of Companies Act, 2013. M/s Manubhai & Shah have also submitted a certifcate to your Company that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India.

The above appointment forms part of the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends the appointment of M/s. Manubhai & Shah, Chartered Accountants, as the Statutory Auditors of the Company for a period of five years commencing from the financial year 2014-15.

COST AUDITOR

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs for the appointment of Cost Auditors, your Company had appointed Mr. Suresh D. Shenoy as the Cost Auditor of your Company for financial year 2013-14 to carry out Cost Audit of your Company under the Chapter heading "Organic and Inorganic Chemicals". The Cost Audit Report for the financial year 2012-13 was fled on 27th September, 2013 well within the prescribed time limit. The due date for submission of Cost Audit Report for the year 2013-14 is within 180 days from 31st March, 2014 and the same will be submitted within the prescribed time period.

Further, pursuant to the Companies (Cost Audit Report) Rules, 2011, issued by the Ministry of Corporate Affairs for appointment of Cost Auditors, your Company''s Audit Committee and Board of Directors have approved the appointment of Mr. Suresh D. Shenoy, Cost Accountant in practice, as the Cost Auditor of your Company for financial year 2014-15 to carry out Cost Audit of Articles of Plastics & Polymer manufactured by the Company subject to the approval of the Central Government.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and place on record their appreciation to the shareholders, customers, vendors, bankers, business associates, regulatory and government authorities for their continued support throughout the year. We look forward to their continued support in future.

Your Directors also wish to place on record their appreciation and gratitude for the contribution made by the Company''s employees at all levels for their hard work and dedication during the year.

FOR AND ON BEHALF OF THE BOARD

Mumbai ASHWIN S. DANI

26th May, 2014 CHAIRMAN

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of your Company and the Audited Accounts for the fnancial year ended 31st March, 2013.

FINANCIAL RESULTS

The fnancial performance of your Company, for the year ended 31st March, 2013 is summarised below:

(Rs. in Lacs)

HITECH PLAST LIMITED HITECH PLAST LIMITED CONSOLIDATED 2012-13 2011-12 2012-13 2011-12

Gross Sales 28,686 25,536 48,128 41,776

Sales (Net of Excise) 25,422 23,080 43,685 38,455

Other Income 215 169 466 234

Total Income 25,637 23,249 44,151 38,689

Total Expenditure 22,686 19,879 39,328 33,989

Operating Proft 2,951 3,370 4,823 4,700

Interest and Financing Charges 1,291 1,231 1,830 1,751

Depreciation 810 679 1,729 1,538

Proft (Before Tax) 850 1,460 1,264 1,411

Less: Provision for Tax 68 407 176 407

Provision for Deferred Tax 80 (8) 50 (42)

Tax provision for earlier years (37) (17)

Net Proft (After Tax) 702 1,098 1,038 1,063

Exceptional items (22)

Minority Interest 134 23

Net Proft after Minority Interest 702 1,098 904 1,064

Previous year balance brought forward 5,061 4,290 5,439 4,702

Disposable Proft 5,763 5,388 6,343 5,766

Appropriations

Proposed Dividend on Equity shares 211 211 211 211

Tax on Equity Dividend 36 34 36 34

Transfer to General Reserve 53 82 53 82

Balance carried to Balance Sheet 5,463 5,061 6,043 5,439

STANDALONE FINANCIALS

Net revenue from operations increased to Rs. 254 crores from Rs. 231 crores in the previous year registering a growth of 10%. The operating proft (EBIDTA) however, de-grew to Rs. 29.51 crores from Rs. 33.70 crores in the previous year. The operating margins were under pressure because of volatility in polymer prices and increase in power costs, which could not be passed to the customers, as also change in product mix to bulk packs which had a higher percentage of polymer cost. The fnance and depreciation costs were higher with the commissioning of Rohtak plant expansion resulting in decrease in proft before tax from Rs. 14.60 crores to Rs. 8.50 crores

CONSOLIDATED FINANCIALS

The consolidated revenues increased to Rs. 437 crores from Rs. 385 crores in the previous year. The net proft before minority interest decreased marginally to Rs. 9.04 crores from Rs. 10.64 crores in the previous year.

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfl conditions mentioned in the said circular. The Consolidated Accounts have been prepared on the basis of Audited Financial Statements received from the Subsidiary Company, as approved by its Board of Directors.

The Consolidated Financial Statements of your Company for the fnancial year 2012-13, have been prepared in compliance with applicable Accounting Standards and applicable Listing Agreement, as prescribed by the Securities and Exchange Board of India.

The Annual Accounts and Financial Statements of the Subsidiary Company of your Company and related detailed information shall be made available to the members on request and are open for inspection at the Registered Offce of your Company.

Your Company has complied with all the conditions as stated in the said circular and accordingly has not attached the Financial Statements of the Subsidiary Company for the fnancial year 2012-13. A statement of summarized fnancials of the subsidiary including capital, reserves, total assets, total liabilities, details of investments, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Affairs, forms part of this Report.

DIVIDEND ON EQUITY SHARES

Your Directors are pleased to recommend for approval of the shareholders, dividend of Rs. 1.60 per share (at the rate of 16%), (Previous year Rs. 1.60 per share), on the Equity Shares of the Company for the year ended 31st March, 2013.

The proposed dividend on Equity Share Capital will absorb Rs. 2.47 crores including Dividend Distribution Tax of Rs. 0.36 crores.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 0.53 crores to the General Reserve. An amount of Rs. 54.63 crores is proposed to be retained in the Proft and Loss Account.

NEW MANUFACTURING UNIT AT KHANDALA (SATARA)

The Company has started its commercial production at its new unit situated at Khandala, District Satara, Maharashtra on 30th March, 2013. The unit plans to cater to the packaging requirements of one of its major customers, namely Asian Paints Limited initially and later on to customers located in Maharashtra and nearby locations.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis on the operations and performance of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance with an emphasis on transparency, accountability and integrity. It has also complied with various standards set out by SEBI and the Stock Exchanges, where it is listed.

A separate report on Corporate Governance forms part of this Annual Report, pursuant to Clause 49 (VII) of the Listing Agreements. Your Company is compliant with the requirements of the Listing Agreements and required disclosures have been made in this regard in the Corporate Governance Report.

A certifcate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is attached to this Report.

HOLDING COMPANY

Your Company is a subsidiary of Geetanjali Trading And Investments Private Limited, which holds 60.94% of the Equity Share Capital of the Company.

SUBSIDIARY COMPANY

Your Company has only one subsidiary namely Clear Mipak Packaging Solutions Limited, which has reported this year a proft (before tax) of Rs. 4.13 crores as against loss of Rs. 0.49 crores for the previous year on account of better sales realization and increase in export sales.

The Statement pursuant to Section 212 (1) (e) and 212 (8) of the Companies Act, 1956, are given at the end of Notes to the Accounts.

LISTING

The Company''s securities continue to be listed on two Stock Exchanges viz. Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). Applicable listing fees have been paid up to date.

FIXED DEPOSITS

Your Company continued accepting fxed deposits from shareholders, friends, relatives of directors and business associates which stood at an amount of Rs. 8.97 crores (including Rs. 2.26 crores payable within 12 months) against Rs. 9.26 crores at the end of previous fnancial year. The Company had made timely interest payments on all fxed deposits. There is no unclaimed Fixed Deposit as on 31st March, 2013.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and other insurable statutory liabilities are adequately insured.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-Section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure to the Directors'' Report. Details of expenditure and earnings in foreign currencies are given under relevant Notes to the Financial Statements.

STATUTORY DISCLOSURES

Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 (the Act) and Clause 49 of the Listing Agreements. Particulars of Employees as required under Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 as amended, are given in Annexure ''A'' forming part of this Report. Information under Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure ''B'' forming part of this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, hereby confrm that:

a. In preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. 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 fnancial year and of the proft of the Company for that year;

c. They have taken proper and suffcient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

BOARD OF DIRECTORS

The Board had appointed Mr. Malav A. Dani as the Joint Managing Director with effect from 5th August, 2011 for a period of fve years. After the early retirement of Mr. Ashok Kumar Goyal with effect from 15th August, 2012, Mr. Malav A Dani was re-designated as Managing Director of the Company with effect from 3rd November, 2012.

Mr. A. V. S. Murthy was appointed as an Additional Director with effect from 3rd November, 2012. As per Section 260 of the Companies Act, 1956, as an Additional Director he holds offce up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director of the Company, liable to retire by rotation.

The Company has received notice under Section 257 of the Companies Act, 1956, proposing his appointment as a Director of the Company. Resolution seeking approval of the Members for appointment of Mr. A. V. S. Murthy as a Director of the Company, liable to retire by rotation, has been incorporated in the Notice of the ensuing Annual General Meeting along with his brief profle about him. Your Directors recommend his appointment as a Director of your Company.

During the year, Mr. Hasit A. Dani resigned as a Director of the Company with effect from 16th April, 2012. Mr. Ranjan M. Kapur resigned as a Director of the Company with effect from 19th June, 2012. Mr. Ashok Kumar Goyal sought early retirement and ceased to be Managing Director with effect from 15th August, 2012. Mr. Somasekhar Sundaresan resigned as the Director of the Company with effect from 10th May, 2013.

The Board had placed on its record gratitude and appreciation for the valuable assistance, advice and support rendered by Mr. Hasit A. Dani, Mr. Ranjan M. Kapur, Mr. Ashok Kumar Goyal and Mr. Somasekhar Sundaresan, throughout their period of association with the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ashwin R. Nagarwadia, Mrs. Ina A Dani, and Mr. Harish N. Motiwalla, are liable to retire by rotation and being eligible, offer themselves, for reappointment at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice.

The above appointments, reappointments form part of the Notice of the ensuing Annual General Meeting and the relevant Resolutions are recommended for your approval.

AUDITORS

M/s. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, holds offce until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from the auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and are not disqualifed for reappointment within the meaning of Section 226 of the said Act. The Statutory Auditors have also submitted a certifcate to your Company that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India.

The Board of Directors recommends the appointment of M/s. Shah & Co., Chartered Accountants as the Statutory Auditors of the Company.

COST AUDITOR

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs for the appointment of Cost Auditors, your Company had appointed Mr. Suresh D. Shenoy as the Cost Auditor of your Company for the fnancial year 2011-12 to issue Compliance Report after verifcation of cost records of the Company and for fnancial year 2012-13 to carry out Cost Audit of your Company under the Chapter heading "Organic and Inorganic Chemicals". The Compliance Report for the fnancial year 2011-12 was fled on 1st January, 2013 well within the prescribed time limit. The due date for submission of Cost Audit Report for the year 2012-13 is within 180 days from 31st March, 2013 and the same will be submitted within the prescribed time limit.

Further, pursuant to the Companies (Cost Audit Report) Rules, 2011, issued by the Ministry of Corporate Affairs for appointment of Cost Auditors, your Company''s Audit Committee and Board of Directors have approved the appointment of Mr. Suresh D. Shenoy, Cost Accountant in practice, as the Cost Auditor of your Company for fnancial year 2013-14 to carry out Cost Audit of Articles of Plastics & Polymer manufactured by the Company subject to the approval of the Central Government.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and place on record their appreciation to the shareholders, customers, vendors, bankers, business associates, regulatory and government authorities for their continued support throughout the year. We look forward to their continued support in future.

Your Directors also wish to place on record their appreciation and gratitude for the contribution made by the Company''s employees at all levels for their hard work and dedication during the year. FOR AND ON BEHALF OF THE BOARD

Mumbai ASHWIN S. DANI

18th May, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report of your Company and the Audited Accounts for the year ended 31st March 2012.

(Rs in lakhs)

HITECH PLAST LIMITED HITECH PLAST CONSOLIDATED

2011-12 2010-11 Growth % 2011-12 2010-11 Growth %

Gross Sales 25,602 22,646 13.1 41,883 37,503 11.7

Sales (Net of Excise) 23,146 20,445 13.2 38,562 34,489 11.8

Other Income 103 60 71.7 127 116 9.5

Total Income 23,249 20,505 13.4 38,689 34,605 11.8

Total Expenditure 19,879 17,405 14.2 33,989 29,854 13.9

Operating Profit 3,370 3,100 8.7 4,700 4,751 - 1.1

Finance Costs 1,231 910 35.3 1,751 1,241 41.1

Depreciation 679 573 18.5 1,538 1,263 21.8

Profit (Before Tax) 1,460 1,617 -9.7 1,411 2,247 -37.2

Less: Provi sion for Tax 407 379 7.4 407 566 -28.1

Provision for Deferred Tax (8) 53 - 115.1 (42) 69 - 160.1

Tax provision for earlier years (37) - ~ (17) - ~

Net Profit (After Tax) 1,098 1,185 -7.3 1,063 1,612 -34.1

Exceptional items - - - (22) -

Minority Interest - - - 23 (170) -

Net Profit after Minority Interest 1,098 1,185 -7.3 1,064 1,442 -26.2

Previous year balance brought forward 4,290 3,438 4,702 3,594

Disposable Profit 5,388 4,623 5,766 5,036 Appropriations

Proposed Dividend on Equity shares 211 211 211 211

Tax on Equity Dividend 34 34 34 34

Transfer to General Reserve 82 89 82 89

Balance carried to Balance Sheet 5,061 4,290 5,439 4,702

OPERATIONS

Net sales and other income for the standalone entity increased to Rs 232 crores from Rs 205 crores in the previous year - a growth of 13.2%. The operating profit (PBIDT) increased by 8.7% from Rs 31.00 crores to Rs 33.70 crores.

With mere volume growth of 3.2% over the previous year, operating margins were under pressure because of volatility in polymer prices, which are linked to crude oil prices. Polymer prices were 7.1% higher as compared to previous year and the entire increase in the prices of polymers could not be passed on to the customers because of lag effect and due to competition in the market place, resulting in profits after tax reduced to Rs 10.98 crores fromRs 11.85 crores.

Commencement of 2nd Phase at Rohtak

Rohtak unit achieved sales of 3700 MT highest among all six units on account of shift of business from major customers in western and southern part of the country to northern part resulting in higher demand. To cope up with the increased demand, civil work for 54,000 square feet at Rohtak had commenced from September 2011 for expansion of manufacturing capacities at an estimated cost of Rs 14 crores. The project has been completed and is expected to meet the seasonal demand from paint sector.

New manufacturing unit at Satara

The Company has purchased land admeasuring 9.75 acres in Village Dhawadwadi, Taluka Khandala, District Satara. Civil work at the site is in progress and expected to commence commercial production in fourth quarter of FY 2012-13. The unit plans to cater to customers located in Maharashtra and nearby locations, apart from meeting the packaging requirements by one of the major customers, namely Asian Paints Limited.

The detailed analysis on the performance of the Company is discussed in Management Discussion and Analysis, which forms part of this Report.

CONSOLIDATED FINANCIALS

The Consolidated Net Revenue from operations increased to X 386.89 crores from Rs 346.05 crores - growth of 11.8%. Net profit after minority interest for the group for the current year is t 10.64 crores as against t 14.42 crores in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February 2011, had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfill conditions mentioned in the said circular. Accordingly, the Board of Directors of your Company at its Meeting held on 18th June 2012, approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreements, which include financial information of its subsidiary, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2011-12, have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreements, as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the subsidiary company of your Company and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary company for the financial year 2011 -12. A statement of summarized financials of subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

DIVIDEND ON EQUITY SHARES

Your Company follows a policy of maintaining a balance between the need to reward the shareholders for their continued faith in the management and its own investment needs to capitalize on various business opportunities through a large proportion of internal accruals which would maximize shareholders value.

In keeping with the stated policy, the Directors are pleased to recommend for approval of the shareholders, dividend of 11.60 per share (at the rate 16%), (Previous year t 1.60 per share), on the Equity Shares of the Company for the year ended 31st March 2012.

The proposed dividend on Equity share capital will absorb Rs 2.11 crores for dividend and Rs 0.34 crores for Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs 0.82 crores to the general reserve. An amount of Rs 50.60 crores proposed to be retained in the Profit and Loss account.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by SEBI and the Stock Exchanges, where it is listed.

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreements with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

A separate report on Corporate Governance forms part of the Annual Report, pursuant to Clause 49 (VII) of the Listing Agreements. Your Company is compliant with the requirements of the Listing Agreements and required disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is annexed hereto.

CREDIT RATING

CRISIL has re-affirmed its ratings of your Company on the bank facilities for long term rating to 'CRISIL A/Stable' and short term rating 'CRISIL A1,.

LIQUIDITY

Your Company believes that the cash management is adequate to meet its capital expenditure and working capital requirements for the near future.

EXTERNAL COMMERCIAL BORROWING

Your Company has borrowed Rs 11.96 crores through External Commercial Borrowing of 2.3 million USD at all-in- cost (both principal and coupon rate swapped) of 10.65% per annum in the month of November 2011, to finance the expansion of manufacturing activities at Rohtak.

HOLDING COMPANY

Your Company is a subsidiary of Geetanjali Trading And Investments Private Limited, which holds 60.94% of the Equity Share capital of the Company.

SUBSIDIARY COMPANY

Your Company's subsidiary Clear Mipak Packaging Solutions Limited has not reported good performance and incurred loss before tax of Rs 0.49 crores, for the year ended 31st March 2012 as compared to profit of Rs 6.30 crores, for the previous year.

The poor off-take by FMCG sector, increased materials cost due to competition, increased interest cost (about 61% over previous year), have contributed for such performance. The management has taken corrective steps to improve the financial performance of your subsidiary company.

The Statement pursuant to Section 212 (1) (e) and 212 (8) of the Companies Act, 1956, are given at the end of Notes to the Accounts.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen, and strives to give back to the community it operates in. The Corporate Social initiatives, which the Company has identified and implemented, include cashless medical facilities continued covering the employees of the Company, their spouse and up to two children's.

LISTING

The Company's securities continue to be listed on two Stock Exchanges viz; Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and applicable listing fees have been paid up to date.

FIXED DEPOSITS

Your Company continued accepting fixed deposits from shareholders, friends, relatives of directors and business associates which stood at an amount ofRs 9.26 crores (including Rs 4.34 crores payable within 12 months) against Rs 7.30 crores at the end of previous fiscal year. The Company had paid timely interest payment on all fixed deposits. As on 31st March 2012 there was unclaimed Fixed Deposit of Rs 90 thousand. But, as on the date of this report, there were no unclaimed fixed deposits.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure to the Directors' report section. Details of expenditure and earnings in foreign currencies are given under Note 38 and 41 to the financial statements.

STATUTORY DISCLOSURES

Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement. Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure A' forming part of this Report. Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'B' forming part of this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts for the year ended 31st March 2012 on a going concern basis.

DIRECTORS

a) Appointment of Mr. Malav A. Dani as the Joint Managing Director

The Board appointed Mr. Malav A. Dani as the Joint Managing Director with effect from 5th August 2011 for a period of five years.

b) Re-appointment and early retirement of Mr. Ashok K. Goyal as the Managing Director

The Board re-appointed Mr. Ashok K. Goyal as the Managing Director with effect from 2nd April 2012, upto 23rd ' February 2016.

However, vide letter dated 11th May 201 Mr. Ashok K. boyal had sought early retirement effective 15th August 2012 and the same was accepted by the Board, with regret, at its Meeting held on 18th June 2012.

The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr. Ashok K. Goyal during his long association of 15 years with the Company. The Company made consistent profits under his leadership and consequently the negative net worth, to start with, was turned into sizeable positive net worth.

c) Resignation

Mr. Hasit A. Dani resigned as the Director of the Company with effect from 16th April 2012. Mr. Ranjan Kapur resigned vide his letter dated 15th June 2012, as the Director of the Company effective 19th June 2012.

The Board has placed on its record gratitude and appreciation for the valuable assistance, advice and support rendered by Mr. Hasit A. Dani and Mr. Ranjan Kapur throughout their period of long association with the Company.

d) Directors retire by Rotation

In accordance with the provisions of the Companies Act, 1956 and as per Article 104 of the Articles of Association, Mr. Ashwin Dani, Mr. Jalaj Dani, and Mr. Rajnikant B. Desai, are liable to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice.

The above appointments, re-appointments forms part of the Notice of the ensuing Annual General Meeting and the relevant Resolutions are recommended for your approval.

e) Group

Pursuant to intimation from the promoters, the names of the Promoters and entities comprising 'group' are disclosed herein below for the purpose of Regulation 3(1 )(e)(i) of the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

1. Asian Paints Limited 15. Isis Holding and Trading Company Pvt. Ltd.

2. Ashwin Suryakant Dani 16. Jalaj Ashwin Dani

3. Ashwin Ramanlal Gandhi -j MalavAshwin Dani

4. Clear Mipak Packaging Solutions Ltd. 18 0mega Pr0perties Private Ltd

5. Coatings Specialities (India) Ltd. Rangudyan Insurance Broking Services Ltd.

6. Dani Fin.ease Ltd. 20. Resins & Plastics Ltd.

7. Geetanjali Trading and Investments Pvt. Ltd.

8. Gujarat Organics Ltd. 21 Satyen Ashwin Gandhi

9. Haish Holding and Trading Co. Pvt. Ltd. 22 s c Dani Research Foundation Pvt. Ltd.

10. Hasit Ashwin Dani 23- Smiti Holdings and Trading Co. Pvt. Ltd.

11. Hiren Ashwin Gandhi 24. Suprasad Investments & Trading Co. Pvt. Ltd.

12. Hiren Holdings Private Ltd. 25. Suryakant Paints and Accessories Pvt. Ltd.

13. Ina Ashwin Dani 26. Vita Jalaj Dani

14. Ishwara Holding and Trading Co. Pvt. Ltd. 27. Vijal Holding and Trading Company Pvt. Ltd.

AUDITORS

M/s. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received letter from the auditors to the effect of their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for reappointment within meaning of Section 226 of the said Act. The Board of Directors recommends the appointment of M/s. Shah & Co., Chartered Accountants as a Statutory Auditors of the Company.

COST AUDITOR

Pursuant to the Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board has appointed Mr. Suresh D. Shenoy as the Cost Auditor of your Company for the financial year 2011-12 to issue Compliance Report, after verification of cost records of the Company. The Compliance Report for the year 2011-12 is to be submitted on or before 27th September 2012.

ACKNOWLEDGEMENTS

Your Directors thank all the Company's Shareholders, Customers and Vendors for their continued support throughout the year. We also thank Banks, Government of India, Department of Science and Technology, State Governments and other government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Company's employees at all levels under the leadership of the Managing Director, but for whose hard work, solidarity, cooperation and support, your Company's consistent growth would not have been possible.

FOR AND ON BEHALF OF THE BOARD

Mumbai ASHWIN S. DANI

18th June 2012 CHAIRMAN

Mar 31, 2011

The Directors have pleasure in presenting the Twentieth Annual Report of your Company and the Audited Accounts for the year ended March 31, 2011.

in Lacs

HITECH PLAST LIMITED HITECH PLAST CONSOLIDATED

2010-11 2009-10 Growth % 2010-11 2009-10 Growth %

Gross Sales 22,593 17,349 30.2 37,459 28,233 32.7

Sales (Net of Excise) 20,392 15,880 28.4 34,384 26,192 31.3

Other Income 113 135 -16.3 220 2,153 12.3

Total Income 20,505 16,015 28.0 34,604 26,411 31.1

Total Expendi ture 17,405 13,159 32.3 29,853 22,249 34.2

Operating Profit 3,100 2,856 8.6 4,751 4,162 14.8

Interest and Financing Charges 910 504 80.6 1,241 856 48.0

Depreci- ation 573 346 65.6 1,262 949 33.0

Profit (Before Tax) 1,617 2,006 -19.4 2,248 2,357 -4.6

Less: Provision for Tax 379 600 -36.8 566 691 -18.9

Provision for Deferred Tax 52 31 67.7 69 93 -25.8

Wet Profit (After Tax) 1,186 1,375 -13.7 1,613 1,573 2.5

Minority Interest - - - 171 79 116.5

Net Profit after Minority Interest 1,186 1,375 -13.7 1,442 1,494 -3.5

Previous year balance brought forward 3,438 2,363 - 3,600 2,406 -

Disposable Profit 4,624 3,738 - 5,042 3,900 -

Appropri- ations

Proposed Dividend on Equity shares 211 198 - 211 198 -

Tax on Equity Dividend 34 33 - 34 33 -

Transfer to General Reserve 89 69 - 89 69 -

Balance carried to Balence Sheet 4,290 3,438 - 4,708 3,600 -

OPERATIONS

Net sales and operating income for the standalone entity increased to Rs 205 crores from Rs 160 crores in the previous year - a growth of 28%. The operating profit (PBIDT) increased by 8.5%, from Rs 28.56 crores to Rs 31.00 crores. Despite volume growth of 18.3% over the previous year, operating margins were under pressure because of volatility in polymer prices, which are linked to crude oil prices. Polymer prices were 15% higher as compared to previous year and the entire increase in the prices of polymers could not be passed on to the customers because of lag effect and due to competition in the market place, resulting in profits after tax reduction to ? 11.86 crores from ^ 13.75 crores.

After commissioning of the Rohtak unit in April 2010, the total installed capacities stands at close to 15,875 MT. In the very first year of its operations, Rohtak unit produced as high as close to 2,900 MT.

The consolidated net sales and operating income increased to Rs 346 crores from Rs 264 crores - a growth of 31%. The operating profit (PBIDT), increased by 15%, from Rs 41.62 crores to Rs 47.51 crores. Despite volume growth of 20.4% over the previous year, as mentioned above, due to volatility in polymer prices, operating margins were under pressure. Net profit after tax increased to Rs 16.13 crores from Rs 15.73 crores.

In the past, initiatives taken by the Management, keeping in mind longer term perspective, of entering into food and pharma sector of FMCG had reaped the benefits with excellent performance reported by the subsidiary during the year. These initiatives have been continued by investing substantially in creating clean room facilities, one of the pre-requisite of food and pharma sector, for sustaining growth.

The detailed analysis on the performance of the Company is discussed in Management Discussion and Analysis, which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as stipulated by Clause 32 of the Listing Agreements, Consolidated Financial Statements presented by your Company include financial information of its subsidiary.

DIVIDEND ON EQUITY SHARES

Your Company follows a policy of maintaining a balance between the need to reward the shareholders for their continued faith in the management and its own investment needs to capitalize on various business opportunities through a large proportion of internal accruals which would maximise shareholders value. In keeping with the stated policy, the Directors are pleased to recommend for approval of the shareholders, dividend of ? 1.60 per share (at the rate 16%), (Previous year Rs 1.50 per share), on the Equity Shares of the Company for the year ended 31st March, 2011.

The proposed dividend on Equity share capital will absorb Rs 2.11 crores for dividend and Rs 0.34 crores for Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs 0.89 crores to the general reserve. An amount of Rs 42.90 crores proposed to be retained in the Profit and Loss account.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by SEBI and the Stock Exchanges, where it is listed.

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreements with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

A separate report on Corporate Governance forms part of the Annual Report, pursuant to Clause 49(VII) of the Listing Agreements. Your Company is compliant with the requirements of the Listing Agreements and required disclosures have been made in this regard in the Corporate Governance Report. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

A certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is annexed hereto.

CREDIT RATING

CRISIL has upgraded its ratings on the bank facilities of your Company to A/Stable/Pl from ,A-/Stable/P2+.

LIQUIDITY

Your Company believes that the cash management is adequate to meet its capital expenditure and working capital requirements for the near future.

HOLDING COMPANY

Your Company is a subsidiary of Geetanjali Trading And Investments Private Limited, which holds 60.94% of the Equity Share capital of the Company.

SUBSIDIARY COMPANY

Your Companys subsidiary Clear Mipak Packaging Solutions Limited has reported an excellent results and Profit before tax of ? 6.30 crores, for the year ended 31st March, 2011 as compared to profit of Rs 2.09 crores, for the previous year.

As required under Section 212 of the Companies Act, 1956, the financial statements of the subsidiary company for the year ended 31st March, 2011 are attached to this report.

The Statement pursuant to Section 212 (1) (e) of the Companies Act, 1956, is given at the end of Notes to the Accounts.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen, and strives to give back to the community it operates in. The Corporate Social initiatives, which the Company has identified and implemented, are as under:

1. Cashless medical facilities continued covering the employees of the Company, their spouses and upto two children.

2. Eye check-up and Blood donation camp organized jointly with other members through NGO.

LISTING

The Companys securities continue to be listed on two Stock Exchanges viz; Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and applicable listing fees have been paid up to date.

FIXED DEPOSITS

Your Company continued accepting fixed deposits from shareholders, friends, the relatives of directors and business associates which stood at an amount of Rs 7.30 crores, against 6.64 crores at the end of previous fiscal year. The Company had paid timely interest payment on all fixed deposits. There is no unclaimed Fixed Deposit as on 31st March, 2011.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure to the directors report section. Details of expenditure and earnings in foreign currencies are given under Schedule "0" to the financial statements.

STATUTORY DISCLOSURES

Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement. Particulars of employees as required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure W forming part of this Report. Information under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure (B forming part of this Report.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended 31st March, 2011 on a going concern basis. DIRECTORS

a) Appointment

1. Mr. Somasekhar Sundaresan was appointed as an Additional Director with effect from 28th September, 2010. As per provisions of Section 260 of the Companies Act, 1956, as an Additional Director, he holds the office up to the date of the ensuing Annual General Meeting of the Company and eligible for appointment as a Director of the Company, liable to retire by rotation.

The Company has received notice under Section 257 of the Companies Act, 1956, proposing his appointment as a Director of the Company. Resolution seeking approval of the Members for appointment of Mr. Somasekhar Sundaresan as a Director of the Company, liable to retire by rotation, has been incorporated in the Notice of the ensuing Annual General Meeting alongwith brief details about him.

2. In view of the vacancy caused by the sad demise of Mr. Anand S. Bhatt, Mr. Ashwin R. Nagarwadia was appointed as a Director to fill the casual vacancy with effect from 31st January 2009. Pursuant to Section 262 of the Companies Act, 1956 and Article 106 of the Articles of Association of the Company, Mr. Ashwin R. Nagarwadia would have held office upto the date of the ensuing Annual General Meeting. The Company has received notice under Section 257 of the Act along with the requisite deposit proposing the candidature of Mr. Ashwin R. Nagarwadia as a Director at the ensuing Annual General Meeting.

b) Directors retire by Rotation

In accordance with the requirement of the Companies Act, 1956 and as per Article 104 of the Articles of Association, Mr. Harish N. Motiwalla and Mr. Rameshchandra S. Gandhi, Directors, are liable to retire by rotation and being eligible, offer themselves for

re-appointment at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Corporate Governance Section.

The above appointments, re-appointment forms part of the Notice of the ensuing Annual General Meeting and the relevant Resolutions are recommended for your approval.

c) Group

Pursuant to intimation from the promoters, the names of the Promoters and entities comprising group are disclosed herein below for the purpose of Regulation 3(l)(e)(i) of the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

1. Clear Mipak Packaging Solutions Limited 9. Omega Properties Private Limited

2. Coatings Specialities (India) Limited 10. Rangudyan InsuranceBroking Services Limited

3. Dani Finlease Limited 11. Resins & Plastics Limited

4. Geetanjali Trading And Investments Company Private Limited 12. S C Dani Research Foundation Private Limited

5. Gujarat Organics Limited 13. Suprasad Investments & Trading Co. Private Limited

6. Haish Holding and Trading Company Private Limited 14. Suryakant Paints and Accessories Private Limited

7. Hiren Holdings Private Limited 15. Vijal Holding and Trading Company Private Limited

8. Isis Holding and Trading Company Private Limited

AUDITORS

M/s. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received letters from the auditors to the effect of his reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and he is not disqualified for reappointment within the meaning of Section 226 of the said Act. The Board of Directors recommends the appointment of M/s. Shah & Co., Chartered Accountants as a Statutory Auditors of the Company.

ACKNOWLEDGEMENTS

Your Directors thank all the Companys Shareholders, Customers and Vendors for their continued support throughout the year. We also thank Banks, Government of India, State Governments and other government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Companys employees at all levels under the leadership of the Managing Director, but for whose hard work, solidarity, cooperation and support, your Companys consistent growth would not have been possible.

FOR AND ON BEHALF OF THE BOARD

ASHWIN S. DANI

CHAIRMAN

Mumbai

28th May, 2011

Mar 31, 2010

Your Directors have pleasure in presenting the Nineteenth Annual Report of your Company and the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

[ Rs. in Lacs]

HITECH PLAST LIMITED HITECH PLAST CONSOLIDATED

2009-10 2008-09 Growth % 2009-10 2008-09 Growth %

GROSS SALES 17,349 15,442 12.3 28,233 24,298 16.6

Sales (Net of Excise) 15,880 13,438 18.2 26,192 21,575 21.4

Other Income 135 174 -22.4 219 233 -6.0

Total Income 16,015 13,612 17.7 26,411 21,808 21.1

Total Expenditure 13,159 11,392 15.5 22,249 18,416 20.8

Operating Profit 2,856 2,220 28.6 4,162 3,392 22.7

Interest and Financing Charges 504 659 -23.5 856 1,031 -17.0

Depreciation 346 318 8.8 949 887 7.0

Profit (Before Tax) 2,006 1,243 61.4 2,357 1,474 59.9

Less: Provision for Tax 600 250 140.0 691 335 106.3

Provision for Deferred Tax 31 55 -43.6 93 40 132.5

Provision for Fringe Benefit Tax - 11 - - 17 -

Tax Provision of Earlier Year - 1 - - 1 -

Net Profit (After Tax) 1,375 926 48.5 1,573 1,081 45.5

Minority Interest - - - 79 62 27.4

Net Profit after Minority Interest 1,375 926 48.5 1,494 1,019 46.6

Previous year balance brought forward 2,363 1,406 - 2,406 1,176 -

Depreciation Written Back - 224 - - 404 -

Disposable Profit 3,738 2,556 - 3,900 2,599

Appropriations

Proposed Dividend on Equity shares 198 145 198 145

Tax on Equity Dividend 33 25 33 25

Transfer to General Reserve 69 23 69 23

Balance carried to Balance Sheet 3,438 2,363 3,600 2,406

OPERATIONS

Net sales and operating income for the standalone entity increased to Rs. 160 crores from Rs. 136 crores in the previous year - a growth of 17.7%. The operating profit (PBIDT) increased by 28.6% from Rs. 22.20 crores to Rs. 28.56 crores. The profit after tax increased to Rs. 13.75 crores from Rs. 9.26 crores, representing a growth of 48%. With good volume growth of 22.3% and strict management of the variable cost, there was improvement in the operating margins from 16.5% to 18%.

The consolidated net sales and operating income increased to Rs. 264 crores from Rs. 218 crores - a growth of 21%. Net profit after tax and minority interest increased to Rs. 14.94 crores from Rs. 10.19 crores, representing a growth of 47%.

The detailed analysis on the performance of the Company is discussed in Management Discussion and Analysis, in earlier part.

CONSOLIDATED FINANCIAL STATEMENTS

Under the mandatory requirements, as contemplated by Section 219 of the Companies Act, 1956, a consolidated position of your Company including subsidiaries, at a glance, is being provided with the Annual Report of your Company, treating these as abridged accounts. As stipulated by Clause 32 of the Listing Agreements, Consolidated Financial Statements are prepared by your Company in accordance with the requirements of Accounting Standard 21 Consolidated Financial Statements prescribed in the Companies (Accounting Standards) Rules, 2006. The Audited Consolidated Financial Statements form part of the Annual Report. This will help save cost in connection with printing and mailing of the Annual Report. Members desirous of receiving the full Annual Report of the subsidiaries will be provided the same on receipt of a written request from them.

DIVIDEND ON EQUITY SHARES

In view of the Companys profitable performance, the Directors are pleased to recommend for approval of the shareholders, an enhanced dividend of Rs. 1.50 per share (at the rate 15%), (Previous year Rs. 1.10 per share), on the Equity Shares of the Company for the year ended 31st March 2010.

The proposed dividend on Equity Share Capital will absorb Rs. 198 Lacs for dividend and Rs. 33 Lacs for Dividend Distribution Tax.

CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has also complied with various standards set out by SEBI and the Stock Exchanges where it is listed.

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreements with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

The "Corporate Governance - Voluntary Guidelines, 2009" was recommended by the Ministry of Corporate Affairs in December 2009. The guidelines broadly outline conditions for appointment of Directors (including Independent Directors), the enhanced role of Audit Committee, guiding principles to remunerate directors, risk management, responsibilities of the Board, rotation of Audit partners and firms and conduct of secretarial audit. Your Company is already complying some of the requirements of said guidelines and initiated appropriate action for balance compliance.

A separate report on Corporate Governance forms part of the Annual Report, pursuant to Clause 49(VII) of the Listing Agreements. Your Company is compliant with the requirements of the Listing Agreements and required disclosures have been made in this regard in the Corporate Governance Report. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

A certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is annexed hereto.

LIQUIDITY

Your Company believes that the cash management is adequate to meet its capital expenditure and working capital requirements for the near future.

HOLDING COMPANY

Your Company is a subsidiary of Geetanjali Trading And Investments Private Limited, which holds 60.94% of the Equity Share Capital of the Company.

SUBSIDIARY COMPANIES

Your Directors are pleased to announce the merger of both unlisted subsidiaries viz. Mipak Polymers Limited (MPL) and Clear Plastics Limited (CPL) under section 391 and 394 of the Companies Act, 1956, effective 7th May 2010, with Appointed date of 1st October 2009. Pursuant to the Scheme of Amalgamation, name of the transferee company i.e. CPL changed to "CLEAR MIPAK PACKAGING SOLUTIONS LIMITED" (CMPS). The changed name was to reflect synergy of both the companies.

Consequently, the figures for the current year of CMPS reflect the consolidated results of CPL and MPL for six months from 1st October 2009 to 31st March 2010 and therefore are not comparable to those of the previous year. The merger accounting

has been done on the pooling of interests method as prescribed by the Institute of Chartered Accountants of India. The merger will facilitate the integration and consolidation of our packaging of FMCG and Pesticides business and enable us to operate more efficiently and effectively.

Your Companys subsidiary CMPS reported Profit before tax of Rs. 209 Lacs for the financial year ended 31st March 2010 as compared to profit before tax of Rs. 318 Lacs for the previous year.

Your Companys other subsidiary Mipak Polymers Limited reported profit before tax of Rs. 142 Lacs for the period from 1st April 2009 to 30th September 2009 as compared to loss of Rs. 61 Lacs for the previous year.

During the year, no adjustments to the extent of above profit/ loss have been made in the books of your Company. The Statement pursuant to Section 212 (1) (e) of the Companies Act, 1956, is given at the end of Notes to the Accounts.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen, and strives to give back to the community it operates in. The Corporate Social initiatives, which the Company has identified and implemented are as under:

1. Under the patronage of "Deccan Chamber of Commerce Industries & AgricultureÃ, the Company jointly developed the facilities in surrounding village in the Sanaswadi Gram School, - Computer classes for the children.

2. In Anganwadi, near our manufacturing unit, helped in construction of building for women running various programme under the Panchayat.

3. Cashless medical facilities continued covering the employees of the Company, their spouses and upto two children.

4. Eye check-up and Blood donation camp organized jointly with other members through NGO.

LISTING

The Companys securities continue to be listed on two Stock Exchanges viz; Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) and applicable listing fees have been paid up to date.

FIXED DEPOSITS

Your Company continued accepting fixed deposits from shareholders, friends, the relatives of directors and business associates which stood at an amount of Rs. 663.67 Lacs, against Rs. 550.80 Lacs at the end of previous fiscal year. The Company had paid interest on all fixed deposits due and claimed. There are no unclaimed Fixed Deposit as on 31st March 2010.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure to the directors report section. Details of expenditure and earnings in foreign currencies are given under Schedule "O" to the financial statements.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Chief Financial Officer and Company Secretary at the Registered Office of the Company.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the management, confirm that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended 31st March 2010 on a going concern basis.

DIRECTORS

a) Appointment

Mrs. Ina A Dani was appointed as an Additional Director with effect from 30th January 2010. As per Section 260 of the Companies Act, 1956, as an Additional Director, she holds office up to the date of the forthcoming Annual General Meeting of the Company and eligible for appointment as Director of the Company, liable to retire by rotation.

The Company has received notice under Section 257 of the Companies Act, 1956, proposing her appointment as a Director of the Company. Resolution seeking approval of the Members for appointment of Mrs. Ina A Dani as a Director of the Company, liable to retire by rotation, has been incorporated in the Notice of the forthcoming Annual General Meeting alongwith brief details about her.

b) Directors retire by Rotation

In accordance with the requirement of the Companies Act, 1956 and as per Article 104 of the Articles of Association, M r. Hasit A. Dani, Mr. Ranjan Kapur and M r. Rajnikant B. Desai are liable to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Corporate Governance Section of this Report.

The above appointments, re-appointment forms part of the Notice of the ensuing Annual General Meeting and the relevant Resolutions are recommended for your approval.

c) Revision in Remuneration of Managing Director

Pursuant to the recommendation of Remuneration Committee, the Board of Directors at its meeting held on 8th May, 2010, approved, subject to the approval of shareholders at the ensuing Annual General Meeting, the revision in remuneration by execution of a Supplementary Agreement between the Company and M r. Ashok K Goyal with effect from 1st April, 2010 till the expiry of his residual tenure as a Managing Director of the Company. The necessary resolution for the approval of the same is covered in the Notice convening the Annual General Meeting.

d) Group

Pursuant to intimation from the promoters, the names of the Promoters and entities comprising group are disclosed hereinbelow for the purpose of Regulation 3(1)(e)(i) of the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and they include the following:

1. Gujarat Organics Limited

2. Omega Properties Private Limited

3. Geetanjali Trading And Investment Company Private Limited

4. Hiren Holdings Private Limited

AUDITORS

M/s. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as the Statutory Auditors of the Company until the conclusion of the next Annual General Meeting. M/s. Shah & Co., have under Section 224 (1) of the Companies Act, 1956, furnished the certificate of their eligibility for re-appointment. The Statutory Auditors have submitted a certificate that they have subjected themselves for the peer review process of the Institute of Chartered Accountants of India, for the year 2009-10.

ACKNOWLEDGEMENTS

Your Directors thank all the Companys Shareholders, Customers and Vendors for their continued support throughout the year. We also thank Banks, Government of India, State Governments and other government agencies for the support extended by them and also look forward to their continued support in future.

Your Directors also wish to place on record their appreciation of the contribution made by the Companys employees at all levels under the leadership of the Managing Director, but for whose hard work, solidarity, cooperation and support, your Companys consistent growth would not have been possible.

For and on behalf of the Board of Directors

Place : Mumbai ASHWIN S. DANI

Date :26th June 2010 CHAIRMAN

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article