Directors Report of Pacific Industries Ltd.

Mar 31, 2018

The Board of Directors have pleasure in presenting their 29th Annual Report on the business and operations of Pacific Industries Limited along with the Audited Financial Statements for the Financial Year Ended March 31,2018.

1. Financial Highlights

The Standalone and Consolidated Financial Results of the company for the year ended 31^st March, 2018 are as follows:

(Rs. In Lacs)

Particulars	Standalone (F.Y.)		Consolidated (F.Y.)
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations and Other Income	6936.52	6819.59	7425.16	10270.40
Less: Operating Cost	6162.43	6191.98	6761.14	9688.69
Operating Profit/PBDIT	774.09	627.61	664.02	581.71
Less: Interest & Finance Charges	337.16	220.49	266.37	138.73
Less: Depreciation & Amortization Expenses	333.22	368.14	333.49	368.41
Profit Before Tax and Exceptional Items	103.71	38.98	64.16	74.57
Add: Exceptional items	-	-	-	-
Profit Before Tax	103.71	38.98	64.16	74.57
Less: Provision for Tax	20.34	4.65	28.94	14.01
Less: Prior Period Adjustment	-	-	-	7.60
Profit After Tax	83.37	34.33	35.22	52.95
Other Comprehensive Income	50.37	-15.61	-57.46	457.22
Surplus carried to Balance Sheet	133.74	18.72	-22.24	510.16

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (IND AS) which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the above said notification, the Indian Accounting Standards (IND AS) is applicable on the Company for the accounting periods beginning on or after 1 st April, 2017.

2. BUSINESS OVERVIEW

Your Company continues to maintain its reputation as one of the most reputed manufacturers & providers of choicest and exclusive range of Indian & Imported Marbles & Granites. The Company has strived to innovate in technology and marketing and has evolved accepting the changing customer demands and aspirations.

Aggressive marketing and rational utilization of resources by the management of the Company has been an ongoing process as usual.

The Company has visualized on many uncharted territories in terms of creating a better future for itself in terms of new products and a wider range of colors and the Company is well positioned to capture benefits of the upturn.

Customer Relationships

Your Company believes that strengthening the relationships with its existing clients is as important as adding new names to its clientele. The Company has been exploring new opportunities with its existing clients and has also widened its client base both geographically and numerically during the year under review and hopes to further expand it with the introduction of e-commerce facility on its website in the coming years.

The Company has also gained and maintained a reputation for importing and distributing only the highest quality stone while providing clients with personalized, detailed attention in selecting the right material for their projects.

Personnel Et Performance

Your Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and all the subsidiaries form a part of this Annual Report and have been prepared in accordance with section 129(3) of the Companies Act, 2013. A separate statement containing salient features of the Financial Statements in prescribed format AOC-1 is annexed as Annexure-I to this report. This statement also provides the details of the performance and financial position of each of the Subsidiary Company.

4. DIVIDEND AND TRANSFER TO RESERVE

Your Directors have not recommended any dividend for the year 2017-2018. The Board of Directors didn''t propose to transfer any sum to the General Reserve.

5. DETAILS OF SUBSIDIARIES

The Company has the following subsidiaries and step-down subsidiaries: Wholly owned Subsidiaries: -

a) Gaze Fashiontrade Limited, a 100% Subsidiaries of the Company situated in the state of Karnataka.

b) Gist Minerals 6t technologies Limited, a 100% Subsidiaries of the Company situated in the state of Maharashtra.

Step Down Subsidiaries: -

a) Biswas Solar Instrument Private Limited,, a wholly owned step-down subsidiary of the Company.

b) Blood hound Security Company Pvt. Ltd., a wholly owned step-down subsidiary of the Company.

c) RadhikavyapaarPvt. Ltd. a wholly owned step-down subsidiary of the Company.

d) Saha Coloured & falvour Spirit manufacture Pvt. Ltd. a wholly owned step-down subsidiary of the Company.

There is no associate company within the meaning of section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the Subsidiaries.

6. CHANGE IN CAPITAL STRUCTURE

During the year, there has been no change in the authorized share capital of the Company.

Further, the Company has not issued any shares.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, Mr. Mangi Lai Dangi, Non-Executive Independent Director,Director on the Board of the Company has resigned w.e.f 28th February, 2018 The Board of Directors has placed on record its warm appreciation of the rich contribution made by the above Director.

Further, Mr. Sagarmal Agarwal, Mr. Jayanti Hiralal Oza, Non-Executive Independent Directors of the Company, have completed their tenure as Independent Directors on the Board of the Company on 29th September March, 2018.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Kapil Agarwal is liable to retire by rotation at ensuing Annual General Meeting and being eligible offer himself for reappointment.

8. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted declaration that they meet the criteria of independence as provided in section 149 (6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing and Disclosure Requirements), 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

9. Credit Rating

The Credit Rating has been affirmed for long-term rating of ICRA - BB and for shortterm rating of ICRA- A4 on the bank facilities of the Company.

10. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, as amended from time to time, has been given in the Annexure 2.

11. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS

The Company had five (5) Board Meetings during the Financial Year under review. The Board Meetings were held in Compliance with the Companies Act, 2013. The details of the same provided in the Corporate Governance Report.

12. EVALUATION OF THE BOARD''S PERFORAAANCE

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The criteria of evaluation is described in the “Report on Corporate Governance”, a part of this Annual Report.

The Nomination and Remuneration Policy of the Company, containing criteria of performance evaluation of directors and payment of remuneration, has been designed to keep pace with the dynamic business environment and market-linked positioning. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination, Remuneration and Compensation Committee of the Board, which is available on the Company''s website, i.e. http://www.pacificindstriesltd.com.

13. COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has framed a policy relating to appointment of Directors, payment of Managerial remuneration, Director''s qualifications, positive attributes, independence of Directors and other related matters as provided under section 178(3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this policy is explained in the Corporate Governance Report.

14. COMMITTEES OF THE BOARD

There are currently four Committee of the Board which are as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders'' Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the “Report on Corporate Governance”, which forms part of this Annual Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 and state that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies as mentioned in note 1 & 2 to the financial statements have been selected 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 Financial year on 31st March, 2018 and of profit and loss of the Company for that period;

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 have been laid down which are adequate and were operating effectively.

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as Annexure 3.

All related party transactions is placed before the Audit Committee as well as the Board of Directors. The Audit Committee has granted omnibus approval for related party transactions as per the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. The Board has also framed a policy on related party transactions and the same is available on the Company''s website, i.e. www.pacificindustriesltd.com.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or policy. The policy is also available on the Company''s website i.e. www.Dacificindustriesltd.com

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business. The Company maintains adequate internal control systems that provide among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets. Mr. Ravi Sharma, Chartered Accountant was appointed as an Internal Auditor of the Company. The Internal Auditors independently evaluate adequacy of internal controls and audit the majority of the transactions undertaken by the Company. Post audit reviews are carried out to ensure that audit recommendations have been implemented. The Audit Committee of the Board of Directors which comprises of majority of Independent Directors, inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations.

19. LISTING OF SHARES

The shares of the Company are listed on BSE Limited and the listing fee for the year 2018-19 has been duly paid.

20. AUDITORS ANDAUDITORS'' REPORT

A. Statutory Auditors

The board has appointed of M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 015143C) as Statutory Auditors of the Company for Five (5) years beginning form the conclusion of ensuing 28th AGM to till the Conclusion of ensuing 33rd AGM, subject to ratification of their appointment by the Shareholders at every intervening Annual General Meeting.

Pursuant to the provisions of Companies (Amendment) Act, 2017, as notified on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every intervening Annual General Meeting (AGM). Accordingly, in line with the aforesaid provisions and pursuant to the resolution passed at 28th AGM, the Company, at ensuing AGM, is proposing to ratify the appointment of auditors from the conclusion of 29th AGM till the conclusion of 33rd AGM to conduct the statutory audit of the Company, without further annual ratification by members at every subsequent AGM. The statutory auditors of the Company have submitted Auditors'' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31st March, 2018. There is qualification or adverse remark contained in the Statutory Auditors'' Report attached to Balance Sheet as at 31st March, 2018. Information referred in Auditors'' Report are self-explanatory and do not call for any further comments.

B. Secretarial Auditor

The board has appointed M/s S Hirawat St Associates, Practising Company Secretaries, as secretarial auditor of the Company for the FY 2017-18 as per the provisions of Section 204 of Companies Act 2013 and rules made thereunder.

The Secretarial Audit Report for the financial year 2017-18 is attached herewith as Annexure 4. The report does not contain any reservation, qualification or adverse remark Information referred in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

21. PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS

The particulars of loans, guarantees and investments made under section 186 of the Companies Act, 2013 by the company, to other Body Corporates or persons have been disclosed in notes to the financial statements.

22. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

23. EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Companies Act, 2013 the extract of annual return is given in Annexure-5 in the prescribed form MGT-9, which forms part of this report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time. The composition of CSR Committee has been given in Annual Report on CSR activities.

The Annual Report on CSR activities is annexed herewith as Annexure- 6.

25. PREVENTION OF INSIDERTRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders.The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Company''s website i.e. www.padfidndustriesltd.com.

26. RISKAAANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated an Anti-Sexual Harassment policy. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up which is responsible for redressal of complaints related to sexual harassment at the workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment..

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required regulation 34(2)(e) of SEBI (Listing and Disclosure Requirements) Regulations, 2015 is being given separately and forms part of this Annual Report.

29. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the Board and the Senior Management have affirmed compliance with the code of conduct.

30. SECRETARIAL STANDARDS

During the year, the Company has complied with all applicable secretarial standards.

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

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act,2013 read with rule 8(3) of the Companies (Accounts) Rules,2014 is appended as Annexure 7 and forms part of the Report.

32. GREEN INITIATIVES

As in the previous years, this year too, Electronic copies of the annual Report 2017-18 and the notice of the 29th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For the members who have not registered their email addresses, physical copies are sent in the permitted mode.

33. ACKNOWLEDGEMENTS

Your Company will soon complete 29 eventful years of the existence in this country. Your Directors are proud of this rich heritage and thank to all our stakeholders who have contributed to the success or your country.

Place: Udaipur By Order of the Board of Directors

Date: 30th May,2018 Sd/-

(J. P. Agarwal)

Chairman & Managing Director

DIN: 00386183

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Mar 31, 2014

Dear Members,

The Directors pleased to present the 25th Annual Report and of the working of the Company along with the statement of accounts and the Auditors'' Report for the year ended 31st March, 2014.

1. Financial Results: (Rs. in Lac) Year ended Year ended PARTICULARS 31.03.2014 31.03.2013 (Audited) (Audited)

Turnover 7986.64 8825.11

Profit before Tax 943.40 1089.54

Less: Provision for Income Tax

- Current Tax 193.52 220.48

- Prior period Tax expenses 3.12 4.43

Net Profit after Tax 746.76 864.64

Add: Profit brought forward from previous year 4873.28 4008.64

Profit available for Appropriation 5620.04 4873.28

Net Profit carried forward 5620.04 4873.28

2. Business Results

During the year the turnover of the company has been declined by 9.50% to Rs. 7986.64 Lakh as against Rs. 8825.11 Lakh in the previous year. The Net Profit after Tax of the Company get also effected due to decline in turnover and reduced from Rs. 746.76 Lakh as against Rs. 864.64 Lakh in the previous year.

3. Dividend and transfer to Reserve

Your directors have not recommended any dividend for the year 2013-2014 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors'' Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

S followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

S selected such accounting policies and applied them consistently and made judgements 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 period;

S 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 your Company and for preventing and detecting fraud and other irregularities; and

S Prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on August 14, 2014.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 164 of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, doesn''t arise.

8. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2013-14

9. Capital Investments

Your Company has made an investment of Rs. 2749.04 Lacs in capital assets during the year to increase the production capacities for extraction of granite from mines for captive consumption.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

11. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions

S Geetanjali Medicity S Geetanjali Institute of Technical Studies S Geetanjali College of Pharmaceuticals Studies

12. Companies Act, 2013

During the current FY the Companies Act, 1956 has been replaced by Companies Act, 2013 and became applicable for every company from April 1, 2014. Your Company has been regular in keeping pace with the fast changes that has become applicable and initiated necessary actions accordingly. Some of the important initiatives are as under:

- Modification in terms of Audit Committee;

- Modification in terms of Nomination and Remuneration Committee;

- Modification in terms of Stakeholders Relationship Committee;

- Appointment of Secretarial Auditors;

- Setting up of Vigil Mechanism;

- Constitution of Corporate Social Responsibility Committee;

- Identification of Related parties as per new Act;

13. Directors

Your Board recommends the re-appointment of Mr. J. P. Agarwal, Managing Director cum Chairman, Mr. Kapil Agarwal, Executive Director of the Company, appointment of Mr. Vinod Chaudhary as Non- Executive Independent Director and Mrs. Geeta Devi Agarwal as Non-Executive cum woman Director of the Company in terms of the Companies Act, 2013.

The Board has received declarations from Mr. Vinod Choudhary, the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed under sub-

section (6) of Section 149 of the Companies Act, 2013 and who in the opinion of the Board fulfils the conditions specified in the Act and the rules made there under and are Independent of the management. Thus the Board recommends his appointment as Independent Director.

Brief resume/details of the Director, who is/are to be appointed/re-appointed as mentioned herein above has been furnished alongwith the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

14. Auditors and Auditor''s Report

The Statutory Auditor M/s A. Bafna & Company, Chartered Accountants, Jaipur, will retire at the ensuing Annual General Meeting and being eligible for re-appointment, offer themselves for re- appointment.

Your Company has received a Certificate from the Auditors to the effect that, their reappointment, if made, will be in accordance with Sections 139 and 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

15. Management''s Discussion and Analysis Report

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

16. Listing

The shares of your Company are presently listed on BSE.

17. Note of Appreciation

Your Directors wish to place on record their sincere appreciation for the continued support and co- operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge sincere appreciation of the commitment and hard work put in by the management and all employees of the company.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company''s strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

Bedla, Udaipur By Order of the Board 30th May, 2014

Registered Office Sd/- Village : Survey No. 13, Kempalingahalli, J. P. Agarwal Nelamangala Taluk (Rural) Chairman & Managing Director Bangalore - 562123 (Karnataka).

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Mar 31, 2013

Dear Members,

The Directors present the 24th Annual Report of the working of the Company along with the statement of accounts and the Auditors'' Report for the year ended 31 st March, 2013.

1. Financial Results

(Rs in Lac)

Year ended Year ended PARTICULARS 31.03.2013 31.03.2012 (Audited) (Audited)

Turnover 8825.11 5810.79

Profit before Tax 1089.54 564.35

Less: Provision for Income Tax

Current Tax 220.47 114.53

Prior period Tax expenses 4.43

Net Profit after Tax 864.64 449.82

Add: Profitbrought forward from previous year 4008.64 3558.82

Profit available for Appropriation 4873.28 4008.64

Net Profit carried forward 4873.28 4008.64

2. Business Results

During the year the turnover of the company has been increased by 51.87% to Rs. 8825.11 lakh as against Rs. 5810.79 Lakh in the previous year. The Net Profit after Tax of the Company is Rs.864.64 Lakh as against Rs.449.82 Lakh in the previous year.

3. Dividend and transfer to Reserve

Your directors have not recommended any dividend for the year 2012-2013 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

s followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

s selected such accounting policies and applied them consistently and made judgements 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 period;

s 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 your Company and for preventing and detecting fraud and other irregularities; and

s prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on May 30,2013.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(1 )(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the , Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn''t arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as ''Corporate Governance'' has been included in this Annual Report, along with the reports on ''Management Discussion and Analysis'' and ''Shareholder Information''. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2012-13.

All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2012-13.

9. Capital Investments

Your Company has made an investment of Rs.312.21 Lacs in capital assets during the year to increase the production capacities for extraction of granite from mines for captive consumption.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AAof the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975

11. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions

s Geetanjali Medicity

s Geetanjali Institute of Technical Studies

s Geetanjali College of Pharmaceuticals Studies

12. Directors

Mr. Sumit Agarwal and Mr. Amit Agarwal, Directors of the Company, liable to retire by rotation, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The necessary resolutions are presented in Annual General Meeting for your approval.

13. Auditors and Auditor''s Report

The Statutory Auditor M/s A. Bafna & Company, Chartered Accountants, Jaipur, will retire at the ensuing Annual General Meeting and being eligible for re-appointment, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that, their reappointment, if made, will be in accordance with the limit specified in sub section (1B) of the section 224 of the Companies Act, 1956.

The observations made in the Independent Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments under section 217 of the Companies Act, 1956.

14. Note of Appreciation

Your Directors wish to place on record their sincere appreciation for the continued support and co-operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge sincere appreciation of the commitment and hard work put in by the management and all employees of the company.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company''s strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

BedlaUdaipur By Order of the Board

30th May 2013 Sd/-

(J. P. Agarwal)

Registered Office Chairman & Managing Director

Village: Survey

No. 13, Kempalingahalli

Nelamangala Taluk (Rural)

Bangalore - 562123 (Karnataka)

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Mar 31, 2011

Dear Members,

The Directors present the 22nd Annual Report of the working of the Company along with the statement of accounts and the Auditors' Report for the year ended 31st March, 2011.

1. Financial Results

Year ended Year ended PARTICULARS 31.03.2011 31.03.2010 (Audited) (Audited) [Rs. in Lac] Turnover 6077.34 6726.49

Profit/ (Loss) before Tax 447.04 987.62

Less: Provision for Income Tax

- Current Tax 93.49 167.85

- Prior period Tax expenses 0 21.55

Net Profit (Loss) after Tax 353.55 798.21

Add: Profit/ (Loss) brought forward from previous year 3202.52 2410.21

Less: Prior Period Adjustment 2.74 5.90

Profit available for Appropriation 3558.82 3202.52

Net Profit (Loss) carried forward 3558.82 3202.52



2. Business Results

Your Company achieved a turnover of Rs.6077.34 lakh during the period under review. This was mainly due to the in demand in the global market. The Net Profit after Tax of the Company is Rs.353.55 Lakh as against Rs.798.21 Lakh in the previous year. The decrease in the Net Profit is due to increase in Material & operating Cost.

3. Dividend

Your directors have not recommended any dividend for the year 2010-2011 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

- followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

- 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 period;

- 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 your Company and for preventing and detecting fraud and other irregularities; and

- prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on August 27, 2011.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn't arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as 'Corporate Governance' has been included in this Annual Report, along with the reports on 'Management Discussion and Analysis' and 'Shareholder Information'. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2010-11.

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions and provisions of the Corporate Governance is enclosed as Annexure 'B' to this report.

9. Capital Investments

Your Company has not taken up any Capital investments project during the year.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

11. Investor Services

The investor service facility of your Company strives to cater to the increasing expectations of the investors by keeping its services contemporary backed with the best of the state of the art infrastructure and systems.

The electronic messaging facility enables the investors to directly lodge their complaints to the Compliance Officer of the Company on [email protected]. It is also published in English as well as vernacular newspapers, which enjoy wide circulation in the State where the registered office of the Company is situated.

12. Human Capital

Your Company views its workers as caring and dedicated to the business and the management trusts in them and asks for their input on important decisions. The result, at Pacific Industries, is a trusting culture built assiduously and nurtured over the years. Due to this environment of mutual trust and respect, even in these turbulent times your company managed to keep the morale of the employees high.

The Directors would like to place on record their sincere appreciation to the employees for their continued cooperation in maintaining harmonious industrial relations, production and productivity.

Training

Your Company makes it a point to impart Training and Skills to staff and employees to acquire more competence in their respective areas of operation. This makes them appropriately respond to diverse work situations. Simultaneously PIL also ensures the professional growth of employees enabling them to acquire mastery over their respective jobs.

Your Company had 251 employees on roll as on 31st March, 2011.

13. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions

- Geetanjali Medicity

- Geetanjali Institute of Technical Studies

- Geetanjali College of Pharmaceuticals Studies

14. Directors

Mr. Devendra Maliwal and Mr. Mangi Lal Dangi, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment. The term of appointment of M r. J. P. Agarwal will be end on 29th Sept., 2011. The Board has already approved their reappointment as managing director with effect from 30th Sept., 2011. The term of Mr. Kapil Agarwal as whole time director has ended on 22nd July, 2011. The board has approved reappointment of Mr. Kapil Agarwal as whole time director with effect from 23rd July, 2011. The necessary resolution are presented in Annual General Meeting for your approval.

15. Auditors and Auditor's Report

The Auditors M/s A. Bafna & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act,1956.

16. Note of Appreciation

Your Directors wish to place on record their deep appreciation for the continued support and co-operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by all employees for their dedicated service.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company's strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

On Behalf of the Board Place : Udaipur Sd/-

Dated : 27.08.2011 (J. P. Agarwal)

Chairman & Managing Director

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Mar 31, 2010

The Directors present the 21st Annual Report of the working of the Company along with the statement of accounts.and the Auditors Report for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

Year ended Year ended 31.03.2009 PARTICULARS 31.03.2Q10 (Audited) (Audited) [Rs. in Lac]

"Turnover 6726.49 6020.38

Profit/ (Loss) before Tax 987.62 1418.37

Less: Provision For Income Tax

- Current Tax 167.85 170.12

- Prior period Tax Expense 21.55 11.64

Net Profit (Loss) after Tax , 798.21 1236.61

Add: Profit/ (Loss) brought forward 2410.21 1226.94 from previous year

Less: Prior Period Adjustment 5.90 53.34

Less: Adjusted on account of Reduction - - of Share Capital :

Profit available for Appropriation 3202.52 2410.21

Net Profit (Loss) carried forward 3202.52 2410.21

2. Business Results

Your Company achieved a turnover of Rs. 6726.49 lakh during the period under review which was marginally high than last year 2008-09 i.e., Rs. 6020.38 lakh. This was mainly due to the increase in demand in the global market. The Net Profit after Tax of the Company is Rs.798.21 Lakh as against Rs. 1236.61 Lakh in the previous year. The decrease in the Net Profit is due to increase in Material & operating Cost.

3. Dividend

Your directors have not recommended any dividend for the year 2009-2010 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

- followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

- selected such accounting policies and applied them consistently and made judgements 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 period;

- 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 your Company and for preventing and detecting fraud and other irregularities; and

- prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on August 31, 2010.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(l)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions* of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of the Report.

7. Particulars Of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesnt arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and Shareholder Information. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2009-10

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions and provisions of the Corporate Governance is enclosed as Annexure B to this report.

9. Capital Investment

Your Company has not taken up any Capital investments project during the year.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

11. Investor Services

The investor service facility of your Company strives to cater to the increasing expectations of the investors by keeping its services contemporary backed with the best of the state of the art infrastructure and systems.

The electronic messaging facility enables the investors to directly lodge their complaints to the Compliance Officer of the Company on pacificinvestor&rediffmail.com. It is also published in English as well as vernacular newspapers, which enjoy wide circulation in the State where the registered office of the Company is situated.

12. Availability Of Information On Electronic Data Information Filing And Retrieval System (Edifar) System

SEBI vide circular no SEBI/CFD/DIL/LA/4/2007/27/12 dated December 27, 2007 informed that EDIFAR will be phased out gradually. In view of new portal viz. Corporate Filing and Dissemination System (CFDS) put in place jointly by BSE and NSE at the URL www.corpfiling.co.in. SEBI has since discontinued the EDIFAR system w.e.f from April 1, 2010.

13. Human Capital

Your Company views its workers as caring and dedicated to the business and the management trusts in them and asks for their input on important decisions. The result, at Pacific Industries, is a trusting culture built assiduously and nurtured over the years. Due to this environment of mutual trust and respect, even in these turbulent times your company managed to keep the morale of the employees high.

The Directors would like to place on record their sincere appreciation to the employees for their continued cooperation in maintaining harmonious industrial relations, production and productivity.

Training

Your Company makes it a point to impart Training and Skills to staff and employees to acquire more competence in their respective areas of operation. This makes them appropriately respond to diverse work situations .Simultaneously PIL also ensures the professional growth of employees enabling them to acquire mastery over their respective jobs.

Your Company had 196 employees on roll as on 31st March, 2010.

14. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.

As a part of our social responsibility we try to promote social welfare through the following educational institutions:

- Geetanjali Medicity.

- Geetanjali Institute of Technical Studies

- Geetanjali College of Pharmaceuticals Studies

15. Directors

Mr. Sumit Agarwal and Mr. Amit Agarwal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

16; Auditors and Auditors Report

The Auditors M/s A. Bafna & Company, Chartered Accountants, Jaipur, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies, Act,1956.

17. Note of Appreciation

Your Directors wish to place on record their deep appreciation for the continued support and co- operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge the support extended by all employees for their dedicated service.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Companys strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

On Behalf of the Board of Directors Sd/- PLACE :Bedla,Udaipur (J.P.Agarwal) DATED:31 st August,2010 Chairman &Managing Director