Directors Report of Parker Agrochem Exports Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors present the TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013 14 ended 31st March, 2014.

1. FINANCIAL RESULTS:

(rs in lacs) Particulars 2013-14 2012-13

Gross Income 19983.97 14373.32

Profit/(Loss) before Depreciation and Tax 78.89 66.80

Less: Depreciation 36.71 34.27

Profit/(Loss) Before Tax 42.18 32.53

Less: Current Tax 13.00 10.00

Add/Less: Deferred Tax Liability (1.39) (0.02)

Profit/(Loss) After Tax 30.57 22.55

Balance Carried to Balance Sheet 30.57 22.55

During the year under report, the Company continued to carry on the business of renting of storage tank and trading in commodities including silver. The Company continue to explore opportunities for trading in commodities such as various agriculture commodities, metals and also in gold and silver.

The turnover of the Company for the year 2013-14 has substantially increased from X 14373.32 Lacs to X 19983.97 Lacs as compared to last year. Due to this, profit before Depreciation and Tax stands increased to Rs.78.89 Lacs as compared to profit of X 66.80 lacs in the last year.

After charging Depreciation, the Company has made profit before tax of X 42.18 lacs as compared to profit of X 32.53 Lacs in the last year. After providing for Taxation (mainly, deferred tax liability), the Company has made profit of X 30.57 Lacs as compared to profit of X 22.55 lacs which has been transferred to Balance Sheet. Thus during the year under report, the Company has been able to improve its working in a significant manner. The Company is hopeful of its continued profitability in the time to come.

2. DIVIDEND:

In view of accumulated losses, the Board of Directors is unable to recommend any dividend on the Equity Shares for the year under review.

3. DIRECTORS:

One of your Director viz. Mrs. Shilpaben Sukhdevbhai Acharya (DIN: 01947859), retire by rotation in terms of Articles 126 of the Articles of Association of the Company. She, however, being eligible has offered herself for reappointment. All the existing independent Directors of the Company are proposed to be appointed for the period of 3 years under section 149 of the Companies Act, 2013 read with revised clause 49 of the listing agreement.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013 14 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;.

(iv) that the Directors had prepared the annual accounts on a going concern basis.

5. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL The ISIN allotted is INE750B01010.

6. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Manoj Hurkat & Associates, Company Secretaries, Ahmedabad which is attached to the Directors'' Report.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange, Bombay Stock Exchange and Saurashtra- Kutch Stock Exchange (Now, derecognised by SEBI). The Company is generally regular in payment of Annual Listing Fees to Ahmedabad and Mumbai Stock Exchanges. The Company has paid Listing fees upto the year 2014 15 to Ahmedabad and Bombay Stock Exchanges.

11. GENERAL:

11.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

11.2 AUDITORS:

M/s. Wadhawan & Co., Chartered Accountants, (Firm Registration No. 129455W) the existing auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for reappointment.

The Company has obtained from them the written consent to such appointment and a certificate to the effect that their appointment as Auditors of the Company from conclusion of the 21st AGM to the conclusion of 26th AGM, subject to ratification by members at every Annual General Meeting if made, will be in accordance with of provisions of Section 139 of the Companies Act, 2013 and such conditions as may be prescribed.

The notes on Accounts and remarks of the Auditors are self explanatory.

The members are requested to consider the matter of appointment of Auditors and also to fix their remuneration.

11.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Information as per section 217(1)(e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the annexure and forms an integral part of this report.

13. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to the promoters, shareholders and customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Banks, Institutions and Government Departments for their confidence reposed in the Company.

By Order of the Board

sd/- Place : Ahmedabad Sukhdev R. Acharya Date : 12th May, 2014 (DIN: 01318814) Chaurman & Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors present the TWENTIETH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2012-13 2011-12

Gross Income 14373.32 1038.87

Profit/(Loss) before Depreciation and Tax 66.80 7.67

Less: Depreciation 34.27 33.99

Profit/(Loss) Before Tax 32.53 (26.32)

Less: Current Tax 10.00 0.00

Ad/Less: Deferred Tax Liability 0.02 (0.39)

Profit/(Loss) After Tax 22.55 (26.71)

Balance Carried to Balance Sheet 22.55 (26.71)

During the year under report, the Company continued to carry on the business of renting of storage tank and trading in commodities including silver. The Company continue to explore opportunities for trading in commodities such as various agriculture commodities, metals and also in gold and silver.

The turnover of the Company for the year 2012-13 has substantially increased from Rs. 1038.87 Lacs to Rs. 14373.32 Lacs as compared to last year mainly due to increased trading in commodities. Due to this, profit before Depreciation and Tax stands increased to Rs. 66.80 Lacs as compared to profit of Rs. 7.67 lacs in the last year.

After charging Depreciation, the Company has made profit before tax of Z 32.53 lacs as compared to loss of Rs. (26.32) Lacs in the last year. After providing for Taxation (mainly, deferred tax liability), the Company has made profit of f 22.56 Lacs as compared to loss of Rs. (26.71) lacs which has been transferred to Balance Sheet. Thus during the year under report, the Company has been able to improve its working in a significant manner. The Company is hopeful of its continued profitability in the time to come. )

2. DIVIDEND:

In view of accumulated losses, the Board of Directors is unable to recommend any dividend on the Equity Shares for the year under review.

3. DIRECTORS:

Two of your Directors viz. Shri Pravinkumar M. Thakkar and Shri Sukhdevbhai R Acharya, retire by rotation in terms of Articles 126 of the Articles of Association of the Company. They, however, being eligible have offered themselves for reappointment.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012-13 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;.

(iv) that the Directors had prepared the annual accounts on a going concern basis.

5. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE750B01010.

6. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Manoj Hurkat & Associates, Company Secretaries, Ahmadabad which is attached to the Directors'' Report.

10. LISTING:

The Equity Shares of the Company are listed on Ahmadabad Stock Exchange, Bombay Stock Exchange and Saurashtra- Kutch Stock Exchange (Now, derecognised by SEBI). The Company is generally regular in payment of Annual Listing Fees to Ahmadabad and Mumbai Stock Exchanges. The Company has paid Listing fees upto the year 2013 14 to Ahmadabad and Bombay Stock Exchanges.

11. GENERAL:

11.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil, commotion, malicious damages, machinery breakdown etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Wadhawan & Co., Chartered Accountants, Ahmadabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224 (IB) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

11.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Information as per section 217(l)(e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the annexure and forms an integral part of'' this report.

13. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to the promoters, shareholders and customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Banks, Institutions and Government Departments for their confidence reposed in the Company.

By Order of the Board

sd/-

Place : Ahmedabad Sukhdev R. Acharya

Date : 29th May, 2013. Chairman & Managing Director

---

Mar 31, 2010

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2009-10 2008-09

Gross Income 1,50,747.67 3,11,488.57

Profit/(Loss) before Depreciation and Tax 25.86 10.11

Less: Depreciation 28.57 27.38

Profit/(Loss) Before Tax (2.71) (17.27)

Less: Provision for Tax 0.00 0.85

Add: Deferred Tax Liability 0.91 5.33

Profit/(Loss) After Tax (1.80) (12.79) Less: Prior Period Expenses 0.00 0.15

Balance Carried to Balance Sheet (1.80) (12.94)

During the year under report, the Company continued to carry on the business of renting of storage tank and trading in commodities such as Shares in Joint Stock Companies, Castor Oil, Sludge Sales and Currencies and also in gold and silver.

Subsequently, at the end of the year, the Company has decided to close down the businesses of dealing in bullions, gold and silver, currencies etc. However, the Company shall continue to carry on the business of renting of storage tank, trading in commodities and shares and securities.

The turnover of the Company for the year 2009-10 has substantially reduced (by 48.39% to 1,50,747.67 Lacs as , compared 3,11,488.57 Lacs in 2008-09) due to decrease in trading activities. Due to increase in total expenditure, there has been increase in cash profit, (i.e. Profit before Depreciation and Tax of Rs.25.86 lacs as compared to Rs.10.11 Lacs during 2008-09).

After charging Depreciation, the Company made loss before tax of Rs.2.71 lacs as compared to loss of Ss. 17.27 Lacs during 2008-09. After providing for Taxation, the Company has made loss of Rs. 1.80 lacs as compared to Rs. 12.94 lacs. The debit balance of Rs.1.80 lacs has been transferred to Balance Sheet.

2. DIVIDEND:

In view of the insufficient profit during the year as well as accumulated losses, the Board of Directors is unable to recommend any dividend on the Equity Shares for the year under review.

3. DIRECTORS:

Two of your Directors viz. Shri Punamchand R. Acharya and Shri Pravinchandra M. Thakkar retire by rotation in terms of Articles 126 of the Articles of Association of the Company. They, however, being eligible offer themselves for reappointment.

Shri Sankarlal S. Thakkar was appointed as Director of the Company by the Board of Directors in its meeting held on 10* May, 2010 with immediate effect.

Shri Chaturbhai R. Majithia, Director and Smt. Swetal C. Pandya, Company Secretary resigned from their office w.e.f. 10th May, 2010 and their resignation were sanctioned by the Board of Directors in its meeting held on 10th May, 2010.

4. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31" March, 2010 being end of the financial year 2009-10 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;.

(iv) that the Directors had prepared the annual accounts on a going concern basis.

5. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE750B01Q10.

6. PERSONNEL AND H. R. D.:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

8. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

9. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 3S3A of the Companies Act, 1956 from M/s. Mehta Hurkat 8. Associates, Company Secretaries, Ahmedabad which is attached to the Directors Report.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange, Bombay Stock Exchange and Saurashtra- Kutch Stock Exchange. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2010-11 to Ahmedabad and Bombay Stock Exchanges.

11. GENERAL:

11.1 INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, not, strike, civil commotion, malicious damages, machinery breakdown etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Wadhawan & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

11.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(Z-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Information as per section 217(l)(e) of the Companies Act, 1956 read with rule 1 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the annexure and forms an integral part of this report.

13. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.



By Order of the Board

Place : Ahmedabad Sukhdev R. Acharya

Date : 31st July, 2010. Chairman & Managing Director