Directors Report of Mewar Polytex Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. In Lacs)

2014-15 2013-14

Profit before interest, depreciation and taxes 414.26 233.42

Less:

Interest 51.42 39.33

Depreciation 112.82 89.24

Profit before Tax 250.02 104.85

Add: Exceptional Items 25.86 47.65 Less: Provision for taxation

Current 99.59 30.90

Deferred (12.53) 14.63

Earlier Year 0.21 0.15

Profit after tax 188.61 106.82

Earning (Rs.) per share before Exceptional Items 5.04 1.83

Earning (Rs.) per share after Exceptional Items 5.84 3.31

The Company proposes to transfer whole amount of profit to the General Reserves.

OPERATIONS

During the year under review the Company has been able to achieve a turnover of Rs. 5563.08 Lacs as against the turnover of Rs. 4936.96 Lacs during 2013–2014, an increase of 12.68%.

The Net Profit after tax as at Rs. 188.61 Lacs (Previous Year Rs. 106.82 Lacs) is after providing for interest of Rs 51.42 Lacs (Previous Year Rs. 39.33 Lacs) and Depreciation of Rs 112.82 Lacs (Previous Year Rs. 89.24 Lacs) increases by 76.57%.

Above Net profit after tax includes profit due to Exceptional items i.e. refund from the excise department which amounts to Rs. 25.86 Lacs during financial year 14-15 (Previous Year Rs. 47.65 Lacs which is due to profit on sale of shares).

EXPORT

The Company's export was higher at Rs 3513.49 Lacs (including deemed export of Rs. 53.11 Lacs ) in current year as compared to Rs. 2734.93 Lacs (including deemed export of Rs. 126.30 lacs ) in the previous year.

DIVIDEND

The Board of Directors is not recommending any dividend for the year 2014-2015.

DIRECTORS

Mr. Sandeep Bapna retires by rotation and, being eligible, offers himself for re-appointment. The Directors recommend Mr. Sandeep Bapna for re-appointment.

Mr. K.J. Rathod has tendered his resignation and therefore ceased to be director of the Company w.e.f. 30.07.2014. Board of Directors expresses their sincere thanks and gratitude for services rendered to the Company during his tenure as Director.

Mr. Sumit Kumar Vimal Chand Rathod has been appointed as Non Executive Independent Director at 34th AGM of the Company held on dated 24.09.2014.

Mrs. Shilpa Bapna who was appointed as Additional Director w.e.f. 19-03-2015 pursuant to provisions of Section 149(1) of the Companies Act, 2013 read with amended Clause 49 of the listing agreement now proposed to be appointed as Director of the Company. The Directors also recommends Mrs. Shilpa Bapna appointment.

Mr. Sandeep Bapna & Mr. Vinod Bafna, Whole Time Directors of the Company has requested the Company that due to their pre-occupation in other businesses it would not be possible for them to devote their whole time in managing the substantial affairs of the Company. However they express their consent to be associated with the company as "Executive Director" instead of "Whole Time Director". The Board of Directors considering their request recommends change in designation of Mr. Sandeep Bapna and Mr. Vinod Bafna as "Executive Director" instead of "Whole Time Director."

Declaration by Independent Directors

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.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

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. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The details of dates of Board meetings, Committee Meetings indicating the number of meetings attended by each director are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 and Schedule VII of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. However the Board of Directors constantly reviews the areas where the social expenditures for eradicating hunger and poverty, promotion of education and medical aid can be made and will make the suitable expenditures, as may be necessary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. This policy is also posted on the website of the Company.

Internal Control System and its Adequacy

The Company is following a proper and adequate system of internal control in respect of all its activities including safeguarding and protecting its assets against loss from unauthorized use or disposition. Further all transactions entered into by the Company are duly authorized, recorded and reported correctly.

The internal control system is supplemented by an extensive programme of audit, reviews by management and established policies, guidelines and procedures. The system are designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business except the transaction which was entered into with M/s Harmony Plastics Private Limited for leasing of its property situated at Himmatnagar, Gujarat which was on an arm's length basis but not in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure – B.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules thereunder and the Listing Agreement. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in annexed herewith as Annexure – C.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

SHARE CAPITAL

The equity shares of the Company have been made available for dematerialisation under the depository system operated by NSDL with effect from 1st November 2001 and with CDSL from 30th October 2001. This will facilitate the shareholders to maintain their holdings in "electronic form".

The company's shares are listed on the BSE.

CORPORATE GOVERNANCE CODE

Pursuant to clause 49 of the listing agreement, a report on Corporate Governance, along with Auditors certificate regarding compliance of conditions of corporate governance and Management Discussion and Analysis is separately given in this report.

PARTICULARS OF EMPLOYEES

In compliance with the provisions contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is stated that there was no employee in the Company drawing remuneration of Rs. 5,00,000/- or more per month, if employed for part of the year or Rs. 60,00,000/- or more, if employed for the whole year in the Company. Further the remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the company.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2014-2015, ratio of remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2014 – 2015 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Remun- % increase -eration in Remun- paid (Rs. -eration Sl.Name Designation In Lacs) in the No. Financial Year 2014-2015 2014- 2013- 2015 2014

1.B.H. Bapna Managing Director - - N.A

2.Sandeep Bapna Whole Time Director - - N.A

3.Vinod Bafna Whole Time Director - - N.A

4.Shilpa Bapna Director - - N.A

5.Dinesh Kumar Jain CFO 7.84 6.52 20.24%

6.Niraj Khamesra Company Secretary 1.50 NIL *N.A

Sl.Name Ratio Comparison of remun- of the -eration Remun- of each -eration of Director/ the KMP to median against the remun- perform- -eration -ance of of the employees Company

1.B.H.Bapna Profit N.A before Tax

2.Sandeep Bapna increased N.A by 80.91%

3.Vinod Bafna & Profit N.A after Tax

4.Shilpa Bapna increased N.A by 76.57%

5.Dinesh Kumar Jain in Financial N.A Year

6.Niraj Khamesra 2014 - 2015 N.A

* Mr. Niraj Khamesra, Company Secretary was appointed during the year hence comparison of the Remuneration of the KMP against the performance of the Company is not applicable.

(ii) The median remuneration of the employees of the Company during the financial year was Rs.1,31,368/-

(iii) In the financial year, there was an increase of 7.71% in the median remuneration of employees; (iv) There were 105 permanent employees on the rolls of the Company as on March 31, 2015;

(v) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2015 was Rs. 700.91 lacs (Rs. 1582.70 lacs as on March 31, 2014)

b) Price Earnings ratio of the Company was 3.72 as at March 31, 2015 and was 14.80 as at March 31, 2014

(vi) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e 2014-15 was 14.17% and percentage increase in the managerial remuneration for the same financial year was 20.24%.

(vii) The ratio of the remuneration of the highest paid director to that of employees who are not directors but receive remuneration in excess of the highest paid director during the year – Not Applicable; and

(viii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

The Company has taken adequate steps for energy conservation.

Since the Companies does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION

Company is constantly taking steps to absorb better technology with a view to reduce the cost of production and improve the product quality.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange Earnings and Out-go during the year has been as follows:

Earnings : Rs. 346,037,566/- (previous year Rs. 260,862,602/-)

Outgo : Rs. 21,383,182/- (previous year Rs. 21,163,499/-)

AUDIT OBSERVATIONS

As regards the Auditors report the points raised therein have been adequately explained in the Notes to the Accounts and as such the directors have no further comments to offer.

AUDITORS

i) Statutory Auditors:

The Auditors, M/s Om Prakash S Chaplot & Co. (Firm Regn. No. 000127C) have been appointed as statutory auditors of the company at the last Annual General Meeting held on 24.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

ii) 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 Siddhi Jain & Associates (CP No. 11779), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure A'.

iii) Internal Auditors:

M/s Rajesh Suthar & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation for the cooperation received from Government and Commercial Banks. They also sincerely appreciate efficient and loyal services rendered by the Employees of the Company at all levels throughout during the year.

Registered Office: For and on behalf of Board of Directors

207 (A) Mewar Industrial Area

Road No.11, Madri, sd/- sd/- Udaipur - 313003 (Raj.) B.H. BAPNA VINOD BAFNA

Managing Director Director

Udaipur, the 26th May 2015 DIN - 00594590 DIN - 00736144

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Mar 31, 2014

To The Members

The Directors have pleasure in presenting the Thirty Fourth Annual Report with the Audited Accounts of your Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In Lakhs) 2013-14 2012-13

Profit before interest, depreciation and taxes 229.14 317.92

Less:

Interest 39.33 87.50

Depreciation 89.24 96.63

Profit before Tax 100.57 133.79

Add: Exceptional Items 51.93 86.64

Less: Provision for taxation Current 30.90 51.37

Deferred 14.63 (10.30)

Earlier Year 0.14 (0.86)

Profit after tax 106.82 180.22

Earning (Rs.) per share before Exceptional Items 1.70 2.90

Earning (Rs.) per share after Exceptional Items 3.31 5.58

OPERATIONS

During the year under review the Company has been able to achieve a turnover of Rs.4936.96 Lacs as against the turnover ofRs. 4457.23 Lacs during 2012-2013, an increase of 10.76%.

The Net Profit after tax as at Rs. 106.82 Lacs (Previous Year Rs. 180.22 Lacs) is after providing for interest of Rs 39.33 Lacs (Previous Year Rs. 87.50 Lacs) and Depreciation of Rs 89.24 Lacs (Previous Year Rs. 96.63 Lacs) decreases by 40.73%.

Above Net profit after tax includes profit due to Exceptional items i.e. Profit on sale of Shares & Profit on sale of fixed assets which amounts to Rs. 51.93 lacs during financial year 13-14 (Previous Rs.86.64 Lacs).

EXPORT

The Company''s export was lower at Rs 2734.93 Lacs (including deemed export of Rs.126.3 lacs ) in current year as compared to Rs. 3007.52 Lacs (including deemed export of Rs. 782.08 lacs ) in the previous year.

DIRECTORS

Mr. R.L. Mehta (holding DIN 00886730), Mr. Dinesh Mohanlal Sanghvi (holding DIN 00074575), Mr. Anik Shah (holding DIN 02424922) are proposed to be reappointed as Non Executive Independent Directors.

It is further stated that they possesses appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Your Directors recommend the appointment of Mr. R.L. Mehta (holding DIN 00886730), Mr. Dinesh Mohanlal Sanghvi (holding DIN 00074575), Mr. Anik Shah (holding DIN 02424922) as Independent Directors.

Mr. Sandeep Bapna (holding DIN 00594608) and Mr. Vinod Bafna (holding DIN 00736144) are also proposed to be reappointed as Whole Time Directors for a period of 5 years w.e.f24/09/2014.

Your Directors also recommends the appointment of same.

DIVIDEND

The Board of Directors is not recommending any dividend for the year 2013-14.

DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the Company Act, 1956 and the rules made there under.

SHARE CAPITAL

The equity shares of the Company have been made available for dematerialisation under the depository system operated by NSDL with effect from 1st November 2001 and with CDSL from 30th October 2001. This will facilitate the shareholders to maintain their holdings in "electronic form".

The company''s shares are listed on the BSE.

CORPORATE GOVERNANCE CODE

Pursuant to clause 49 of the listing agreement, a report on Corporate Governance, along with Auditors certificate regarding compliance of conditions of corporate governance and Management Discussion and Analysis is separately given in this report.

PERSONNEL

In compliance with Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975 as amended, it is stated that there was no employee in the Company drawing remuneration of Rs. 5,00,000/- or more per month, if employed for part of the year or Rs. 60,00,000/- or more, if employed for the whole year in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2A) of the Companies Act, 1956 the directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and abilities;

(d) The Directors have prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

The Company has taken adequate steps for energy conservation.

In our opinion the Company is not covered in the list contained in Form ''A'' of Annexure of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988.

TECHNOLOGY ABSORPTION

Company is constantly taking steps to absorb better technology with a view to reduce the cost of production and improve the product quality.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange Earnings and Out-go during the year has been as follows:

Earnings : Rs. 260,862,602/- (previous year Rs. 222,544,188/-)

Outgo : Rs. 21,163,499/- (previous year Rs. 15,276,350/-)

AUDITOR''S REPORT

As regards the Auditors report the points raised therein have been adequately explained in the Notes to the Accounts and as such the directors have no further comments to offer.

COST AUDITORS

The Board of Directors have appointed M/s M.S.Mehta & Associates as the Cost Auditor of the Company for the Financial Year 2013-14.

AUDITORS

M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

SECRETERIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate obtained from M/s. K. K. Sahlot & Co., Company Secretary, pursuant to Section 383(A) of the Companies Act, 1956 is being attached herewith.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation for the cooperation received from Government and Commercial Banks. They also sincerely appreciate efficient and loyal services rendered by the Employees of the Company at all levels throughout during the year.

Registered Office: By order of the Board of Directors

207 (A) Mewar Industrial Area Road No.11, Madri, sd/_ sd/- Udaipur 313003 VINOD BAFNA B.H. BAPNA Director Managing Director Udaipur, the 29th May 2014 DIN - 00736144 DIN - 00594590

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Mar 31, 2012

To The Members

The Directors have pleasure in presenting the Thirty Second Annual Report with the Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. In Lakhs) 2011-12 2010-2011

Profit before interest, depreciation and taxes 314.67 310.74 Less:

Interest 80.37 71.36

Depreciation 117.12 132.62

Profit before Tax 117.18 106.76 Less :

Taxation 36.73 32.54

Profit after tax 80.45 74.22

Earning per Equity Share 2.49 2.31

OPERATIONS

During the year under review the Company has been able to achieve a turnover of Rs.3659.51 Lacs as against the turnover of Rs. 2951.10 Lacs during 2010-2011, an increase of24.05%.

The Net Profit after tax as at Rs. 80.45 Lacs (Previous Year Rs. 74.22 Lacs) is after providing for interest of Rs 80.37 Lacs (Previous Year Rs. 71.36 Lacs) and Depreciation of Rs 117.12 Lacs (Previous Year Rs. 132.62 Lacs) an increase of 8.39%.

EXPORT

The Company's export was higher at Rs 1779.15 Lacs (including deemed export of Rs.246.01 lacs) in current year as compared to Rs. 1118.52 Lacs (including deemed export of Rs.414.89 lacs ) in the previous year.

DIRECTORS

In accordance with the provisions of the Company's Act, 1956 and Articles of Association of the Company Mr. K. J.Rathod and Mr. Vinod Bapna, Directors retire by rotation, and both Mr. K. J.Rathod and Mr. Vinod Bapna are being eligible offer themselves for reappointment.

DIVIDEND

The Board of Directors is not recommending any dividend for the year 2011-12.

DEPOSITS

The Company has not accepted any deposits within the meaning of section 58 A of the Company's act 1956 and the rules made there under.

SHARE CAPITAL

The equity shares of the Company have been made available for dematerialisation under the depository system operated by NSDL with effect from 1st November 2001 and with CDSL from 30th October 2001. This will facilitate the shareholders to maintain their holdings in "electronic form".

The company's shares are listed on the BSE.

CORPORATE GOVERNANCE CODE

Pursuant to clause 49 of the listing agreement, a report on corporate governance, along with Auditors certificate regarding compliance of conditions of corporate governance and Management Discussion and Analysis is separately given in this report.

PERSONNEL

In compliance with Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975 as amended, it is stated that there was no employee in the Company drawing remuneration of Rs. 5,00,000/- or more per month, if employed for part of the year or Rs. 60,00,000/- or more, if employed for the whole year in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2 A) of the Companies Act, the directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and abilities;

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

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

The Company has taken adequate steps for energy conservation.

In our opinion the Company is not covered in the list contained in Form A' of Annexure of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988.

TECHNOLOGY ABSORPTION

Company is constantly taking steps to absorb better technology with a view to reduce the cost of production and improve the product quality. Company is also regularly carrying R & D activities for improvements.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange Earnings and Out-go during the year has been as follows:

Earnings :Rs. 153,313,665/- (previous year Rs. 70,362,740/-)

Outgo :Rs. 47,194/- (previous year Rs. 380,679/-)

AUDITOR'S REPORT

As regards the Auditors report the points raised therein have been adequately explained in the notes to the accounts and as such the directors have no further comments to offer.

AUDITORS

M/s. Rajesh Suthar & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Thirty First Annual General Meeting held on 22nd September, 2011, in terms of Section 224A of the Companies Act, 1956. The Auditors shall hold office till the conclusion of the ensuing Annual General Meeting.

M/s Rajesh Suthar & Associates has informed vide letter dated 25th May, 2012 that they would not like to be considered for re-appointment as Auditors of the Company at the ensuing Annual General Meeting. In view of the above, the Board of Directors of your Company has recommended the appointment of M/s Om Prakash S Chaplot & Co., Chartered Accountants, with the approval of the Members in the ensuing Annual General Meeting (AGM) as the new Statutory Auditors of the Company who will hold office till the conclusion of the next Annual General Meeting.

SECRETERIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate obtained from M/s K.K.Sahlot & Co. Company secretary, pursuant to Section 3 83 (A) of the Companies Act, 1956 is being attached herewith.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on records their sincere appreciation for the cooperation received from Government and Commercial Banks. They also sincerely appreciate efficient and loyal services rendered by the Employees of the Company at all levels throughout during the year.

The Directors also place on record their sincere thanks to the retiring auditors M/s. Rajesh Suthar and Associates for the services rendered by them during their long association with the Company

By Order of the Board of Directors

207(A) Mewar Industrial Area Udaipur 313 003

VINOD BAPNA B.H. BAPNA

Udaipur, the 29th May 2012 Director Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Thirtieth Annual Report with the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In Lakhs)

2009-10 2008-2009

Profit before interest, depreciation and taxes 384.90 176.15

Less:

Interest 56.42 22.80

Depreciation 211.96 53.28

Profit before Tax 116.52 100.07

Provision for taxation

Current 82.94 25.00

Deferred -37.00 5.70

Fringe benefit tax 0.00 0.24

Profit after tax 70.58 69.12

Prior Years Tax Liability 0.20 0.99

Balance brought forward from last year 356.41 288.28

Balance available for appropriation 426.79 356.41

Balance carried to Balance Sheet 426.79 356.41

OPERATIONS

During the year under review the Company has been able to achieve a turnover of Rs.2577.01 Lacs as against the turnover of Rs.2421.07 Lacs during 2008-2009, an increase of 6.44%.

The Net Profit after tax as at Rs. 70.58 Lacs (Previous Year Rs. 69.12 Lacs) is after providing for interest of Rs 56.42 Lacs (inclusive of Rs. 19.15 Lacs Target plus incentive related to earlier year) (Pervious Year Rs. 69.12 Lacs) (Previous Year Rs. 22.80 Lacs) and Depreciation of Rs 211.96 Lacs (Previous Year Rs. 53.28 Lacs) an increase of 2.11%. During the year Company has changed its depreciation policy from existing SLM to WDV method. This has resulted into charging of addi- tional depreciation during the year to the etxent of Rs. 125.97 Lacs and consequently profit has been reduced to that extent.

EXPORT

The Companys export was higher at Rs. 1152.70 Lacs (including deemed export of Rs. 499.90 Lacs) in current year as compared to Rs. 982.21 Lacs (including deemed export of Rs. 71.65 Lacs) in the previous year.

DIRECTORS

In accordance with the provisions of the Companys Act, 1956 and Articles of Association of the Company Mr. R.L. Mehta and Mr. Anik Shah, Directors retire by rotation, and both Mr. R.L. Mehta and Mr. Anik Shah are being eligible offer themselves for reappointment.

DIVIDEND

The Board of Directors is not recommending any dividend for the year 2009-10.

DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the Companys act 1956 and the rules made there under.

SHARE CAPITAL

The equity shares of the Company have been made available for dematerialisation under the deposi- tory system operated by NSDL with effect from 1 st November 2001 and with CDSL from 30th October 2001. This will facilitate the shareholders to maintain their holdings in "electronic form".

The companys shares are listed on the BSE.

CORPORATE GOVERNANCE CODE

Pursuant to clause 49 of the listing agreement, a report on corporate governance, along with Auditors certificate regarding compliance of conditions of corporate governance and Management Discussion and Analysis is separately given in this report.

PERSONNEL

In compliance with Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975 as amended, it is stated that there was no employee in the Company drawing remuneration of Rs. 2,00,000/- or more per month, if employed for part of the year or Rs. 24,00,000/- or more, if employed for the whole year in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2A) of the Companies Act, the directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(b) The directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and abilities;

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTlON AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

The Company has taken adequate steps for energy conservation.

In our opinion the Company is not covered in the list contained in Form A ot Annexure of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988.

TECHNOLOGY ABSORPTION

At present the Company does not have a long-term strategic plan for Research and Development. However, the Company is constantly taking steps to absorb better technology with a view to reduce the cost of production and improve the product quality.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange Earnings and Out-go during the year has been as follows:

Earnings : Rs. 65,279,694/- (previous year Rs. 91,055,896/-)

Outgo : Rs. 12,488,386/- (previous year Rs. 6,247,048/-)

AUDITORS REPORT

As regards the Auditors report the points raised therein have been adequately explained in the notes to the accounts and as such the directors have no further comments to offer.

AUDITORS

Your auditors M/s Rajesh Suthar & Associates, Chartered Accountants retire and are eligible for re- appointment. The Company has received certificate from the Auditors to the effect that if re-appointed, their appointment shall be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

SECRETERIAL COMPLIANCE CERTIFICATE

Secreterial Compliance Certificate obtained from M/s. K.K. Sahlot & Co. Company secretary, persuant to section 383 (A) of the companies Act, 1956 is being attached herewith.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on records their sincere appreciation for the cooperation received from Government and Commercial Banks. They also sincerely appreciate efficient and loyal services rendered by the Employees of the Company at all levels throughout during the year.

By order of Board of Directors

207-A, Mewar Industrial Area

Udaipur-313 003 B.H. BAPNA

Managing Director

Udaipur, the 29th May 2010