Directors Report of Precision Containeurs Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty-Fourth Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2015.

FINANCIAL RESULTS (Amount in Lacs)

Year ended Year ended 31.3.2015 31.3.2014

Turnover NIL NIL

Profit/(Loss) Before Depreciation, Finance Charges & Taxation 79.04 175.05

Profit/(Loss) before Depreciation & 77.22 120.43 Taxation

Profit/(Loss) after Depreciation & (11.15) 71.88 Taxation

Surplus (Deficit) of Profit and Loss 71.88 667.22 Account of earlier year

Balance carried over to Balance Sheet (11.15) 71.88

DIVIDEND

During the year under review, owing to accumulated losses, the Directors do not recommend any dividend.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to carry Rs. 11.15 lacs (losses) to its reserves.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There is no material changes since end of financial year till date of this Report.

STATEMENT ON COMPANY'S AFFAIRS

In view of tough competition from local and international market, the company is making all efforts to start the activities.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

AUDITORS

As per Sec 139 of the Companies Act, 2013, no listed Company shall appoint Audit firm as Statutory Auditors for more than two terms, of the five consecutive years. M/s. Kakaria & Associates were appointed as Statutory Auditors, in the Annual General Meeting held on September 30, 2006. The Board proposes to appoint M/s. Kakaria & Associates, Chartered Accountants, Vapi. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31,2015 is annexed herewith marked as Annexure "A" to this Report. QUALIFICATIONS ON SECRETARIAL AUDIT REPORT As regards the Qualifications on Secretarial Audit Report, we state as under:

Non Appointment of Women Director including Key Managerial Personnel

Your Company is seeking exemption from BSE - Mumbai, ROC, Maharashtra, Mumbai including BIFR, New Delhi for Appointment of Women Director under Section 149 of the Companies Act, 2013 including Key Managerial Personnel, as your Company is sick and the matter is under consideration of the above authorities. However on account of sickness, Company is unable to get above officials on a reasonable terms.

Appointment of Independent Directors

Your Company is making efforts to induct one more Independent Director/Non-Executive Director so as to form Nomination and Remuneration Committee of three Directors as per Clause 49(IV) of the Listing Agreement.

As regards the filing of SEBI Disclosures (Insider Trading) the Company has made disclosure under Regulation 30(1) and 30(2) of SEBI takeover Regulations. The Company was of the view, that no other filing is required, separately under SEBI (Insider Trading) Regulations. However, the Company is taking steps to ensure necessary compliances.

Further, ROC forms were inadvertently not filed and the same are being filed in due course.

As regards other Qualifications, the same are self-explanatory.

EXTRACTS OF THE ANNUAL RETURN IN MGT9

The Annual Return in MGT9 form is annexed herewith as Annexure "B" to this Report.

CURRENT STATUS WITH BIFR

At the hearing held on July 2, 2015, the Hon'ble Bench of BIFR noted that SASF (IDBI) has filed an appeal in AAIFR against its Order and AAIFR has stayed the said Order to the extent it affects SASF (IDBI) dues. The matter is pending in AaIFR, New Delhi.

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed as per the Companies Act, 2013 during the year.

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

Information in accordance with Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) is given as below. Form "A" requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) and forming part of Directors' Report for the year ended 31st March, 2015.

I. RESEARCH & DEVELOPMENT (R & D)

a) Specific areas in which R & D carried out by the None Company

b) Benefits derived as a result of the above R & D None

c) Further plan of action None

d) Expenditure on Research & Development Nil

II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

a) Efforts in brief made towards Technology, Absorption, Nil Adaptation and Innovation

b) Benefit derived as a result of the above effort Nil

c) Particulars of Technology imported during the last Nil 5 years

III. FOREIGN EXCHANGE EARNINGS & OUTGO Nil

a) Activities relating to exports and export plans

Current Previous Year Rs. Year Rs.

b) Total Foreign Exchange Used & Earned:

i) Foreign Exchange Used NIL NIL

ii) Foreign Exchange Earned NIL NIL

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

FUTURE PROSPECTS

The Company is making efforts to revive its operation once our Draft rehabilitation Scheme is finalized by the BIFR.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

DIRECTORS

Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors has given Declaration that they are not disqualified and meet the criteria of Independence as per Sub Section (6) of Section 149 of the Companies Act, 2013.

During the year under review Dr. Jayesh V. Valia, retires by rotation, at the conclusion of this meeting and being eligible to offers himself for re-appointment.

INTERNAL CONTROL SYSTEMS

The internal control system commensurate to the size of the companies operations and nature of business and there is periodic Audits . Internal control systems in operation areas of the company ensure that system delivered the desired level of results.

DIRECTORS' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have 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 the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) The Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)

During the year 2014-2015 the Global economy showed positive results and that also helped in the revival of Asian Economic Growth. The Forex Market has stabilized and rupee is improving. However, the same are given separately forming part of the Board of Directors' Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. The Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Directors' Report.

PRECISION CONTAINEURS LTD. recognizes the value of adherence to Corporate Governance in its true sense which alone can ensure continuation of belief and the trust reposed by one and all in your company.

1) BOARD OF DIRECTORS

The Board comprises of three Directors :

1) Dr. Jayesh Vinodrai Valia

2) Mr. Ganesan Venkatraman

3) Mr. Babulal Bansilal Jain

The Directors are responsible for the Management of the Company's business. The Board's role, functions, responsibility and accountability are clearly defined.

2) MANAGERIAL REMUNERATION

The remuneration Committee has recommended to the Board of Directors a policy relating to remuneration for the Directors including KMP. Further, the Board affirm that remuneration paid to Directors are as per policy of the Companies Act.

1a. TABLE OF DETAILS OF DIRECTORS, NO. OF BOARD MEETINGS HELD, ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AT THE AGM HELD FOR THE PREVIOUS YEAR 30.9.2014.

Sr. Name of Directors AGM held on No. of Meetings No. 30.9.2014 in a Year

1 Dr. Jayesh Vinodrai Valia - YES 5 Non Executive Director

2 Mr. Ganesan Venkatraman - YES 5 Independent Director

3 Mr. Babulal Bansilal Jain - YES 5 Independent Director

Sr. Name of Directors Attendance Fees No.

1 Dr. Jayesh Vinodrai Valia - 5 - Non Executive Director

2 Mr. Ganesan Venkatraman - 5 20,000 Independent Director

3 Mr. Babulal Bansilal Jain - 5 20,000 Independent Director

The Board Meetings were held 5 times i.e. 12/5/2014; 9/8/2015; 27/8/2014; 7/11/2014 and 6/2/2015

2b. AUDIT COMMITTEE

TABLE OF DETAILS OF DIRECTORS, NO. OF AUDIT COMMITTEE MEETINGS HELD, FEES PAID AND ATTENDANCE AS ON 31/3/2015

Sr. Name of Directors No. of Meetings No. in a Year

1 Mr. Ganesan Venkatraman - Member & 5 Independent Director

2 Mr. Babulal Bansilal Jain - Chairman 5 of Committee & Independent Director

3. Dr. Jayesh Vinodrai Valia - Member 5 of the Committee

Sr. Name of Directors Attendance Fees No.

1 Mr. Ganesan Venkatraman - Member & 5 20,000 Independent Director

2 Mr. Babulal Bansilal Jain - Chairman 5 20,000 of Committee & Independent Director

3. Dr. Jayesh Vinodrai Valia - Member 5 NIL of the Committee

The Audit Committee Meetings were held 5 times i.e. 12/5/2014; 9/8/2014; 27/8/2014; 7/11/2014 and 6/2/2015.

1c. INDEPENDENT DIRECTORS' MEETING

During the year, one meeting of Independent Directors was held on 10th March, 2015.

2.1 Terms of Reference to Audit Committee in Brief

The Terms of the reference of the Audit Committee are those prescribed under clause 49 of the Listing Agreement including inter-alia the review of financial results before submission to the Board for approval to ensure that the financial statements are correct and present true and fair view, interaction with Statutory Auditors, recommendation of appointment and payment of audit fees to the Auditors and to review the adequacy of internal control systems.

2.2 Remuneration Committee

It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors. It determines the salary and perks payable to Board Level Members and recommends Board for its consideration.

2.3 FAMILIARIZATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the company, business environment, business strategy and risk involved. Detailed presentations on the Company's business segments were made at the separate meetings of the Independent Directors held during the year.

2.4 VIGILANCE MECHANISM FOR EMPLOYEES

The Vigilance Mechanism of the Company, which also incorporates a Whistle Blower Policy are as per the Listing Agreement. Any Employee who wants to report genuine concern is allowed to do it to the Chairman of Audit Committee, Mr. Babulal Bansilal. The Policy on Vigilance Mechanism and Whistle Blower Policy may be accessed on the Company's Website : www.precisioncontaineursltd.com

2.5 SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there was no complaint on sexual harassment of women/employees.

2.6 Stakeholders Relationship Committee

Stakeholders / Investor Grievance Committee consists of Shri Babulal Bansilal Jain, Mr.Ganesan Venkatraman and Dr. Jayesh Vinodrai Valia.

3.2 Broad terms of Reference to Stakeholders /Investor Grievances Committee

To approve Share Transfers, to review and advise the Company on any grievance in relation to

(a) Non-transfer of shares

(b) Non-receipt of Annual Report

(c) any other grievance raised by any Stakeholders.

3.3 Status of Investor Complaints

No complaints were received from the Investors during the year under review.

3.4 Compliance Officer - Dr. Jayesh Vinodrai Valia

Details of Annual General Meeting held in three previous years

DATE TIME VENUE OF AGM

Tuesday,30th September, 11.30 a.m. The No.1 Party Hall, 2014 Building No.1 Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092.

Monday,23rd September, 11.30 a.m. The No.1 Party Hall, 2013 Building No.1 Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092.

Friday,28th September, 12.00 noon The No.1 Party Hall, 2012 Building No.1 Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092.

4. General Stakeholders' Information

1. Annual General Meeting.

Day, Date and Time : By Separate Communication

5. Financial Calendar (2014 - 2015)

Annual General Meeting for the year ended 31st March, 2015.

Date : Wednesday, 30th September, 2015 at 12.00 noon Information sent by separate communication.

6. Book Closure Date : 24.9.2015 to 30.9.2015 (both days inclusive)

7. Dividend Payment Date : Not applicable since dividend not recommended

8a. Registered Office :

Plot No. 757/758, Jwala Estate, First Floor, Soni Wadi, Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400 092.

8b. CIN No. : L28920MH1981PLCO23972

Email : precision [email protected]

Website : www.precisioncontaineursltd.com

Telephone : [phone]

Fax : [phone]

9. Listing on Stock Exchange : Equity Shares

Bombay Stock Exchange Ltd., Dalal Street, Mumbai 400 001.

10. Stock Market Information

i) Stock Code : EQUITY CODE NO: 523874 Bombay Stock Exchange Ltd.

11. Registrars & Transfer Agents :

M/s. Sharex Dynamic (India) Pvt. Ltd., Unit-1, Luthra Industrial Premises, Safeed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400 072. Tel: [phone]

Share Transfer System :

Your Company's Equity Shares are admitted with the Depository System of National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL) as an eligible security under the Depositories Act, 1996. As such, facilities for dematerializations of your Company's Equity Shares are available vide INE No.191 CO 10 15 at both the depositories. Your Company's Equity Shares are under compulsory dematerialization.

12. Dematerialisation of Shares and Liquidity :

Approximately 91.93 % of the Equity Shares have been dematerialized upto 31st March, 2015. Trading in Equity Shares of your Company is permitted only in dematerialized form compulsorily as per notification issued by the Securities and Exchange Board of India.

13. i) Materially significant related party transactions that may have potential conflict with the interests of company

The Company does not have material significant related party transactions i.e. transactions of the company of material nature with its Promoters, Directors Management, or their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large. However Disclosure of Transactions with any related party have been made in the Balance-Sheet in Notes to Accounts at Note No.27. which are self explanatory.

ii) Non-Compliance by the Company, penalties, strictures imposed on the Company by Bombay Stock Exchange Ltd. or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.

- None

iii) Details of Compliance with mandatory requirements and adoption of the non-mandatory requirement of this clause

The Company has complied with mandatory requirements and None of the Independent Directors on our Board has served for a tenure exceeding nine years

14. Means of Communication :

The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial Results are published in Navshakti and Free Press Journal, and put up on the website of Bombay Stock Exchange Ltd. The notices to the stakeholders are published in Navshakti and Free Press Journal.

15. Practising Company Secretaries Certificate on Corporate Governance:

Your Company has obtained a certificate from the Practising Company Secretaries of the Company regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. This is annexed to the Directors' Report. The Certificate will also be sent to Bombay Stock Exchange Ltd. alongwith the Annual Accounts to be filed by the Company.

16. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company's Bankers, Financial Institutions for their timely assistance and co-operation in the working of the Company. Your Directors also thank the customers, Stakeholders and the suppliers of services to your Company for their co-operation and valuable support.

17. DECLARATION

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct.

FOR PRECISION CONTAINEURS LTD. PLACE : MUMBAI (DR. JAYESH V. VALIA) DATED : 8.8.2015 EXECUTIVE CHAIRMAN

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Mar 31, 2014

The Members,

The Directors are pleased to present the Thirty-third Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS

(Rupees in Lacs)

Year ended Year ended 31/3/2014 31/3/2013

Turnover NIL NIL

Profit/(Loss) Before Depreciation, Finance Charges & Taxation 175.05 (33.96)

Profit/(Loss) before

Depreciation & Taxation 120.43 (34.86)

Profit/(Loss) after

Depreciation & Taxation 71.88 667.22

Surplus (Deficit) of Profit and

Loss Account of earlier year 667.22 (139.74)

Balance carried over to Balance Sheet 71.88 667.22

DIVIDEND

During the year under review, owing to accumulated losses, the Directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

Mr. Ajay Nautamlal Jani has resigned from the Board of Directors of the Company, with effect from 1st February, 2014.

The Board places on record its appreciation of the services rendered by Mr. Ajay Nautamlal Jani, during his tenure on the Board.

CURRENT STATUS WITH RESPECT TO APPLICATION WITH BIFR

In the hearing held on 8th April, 2013, the Hon''ble Bench of BIFR directed SASF to accept the earlier OTS offer of the Company with interest on overdue period. It is also directed that sale proceeds of Vapi Unit be released in the ratio of 441(GSFC) : 185 (SASF) and kept hearing on June 6, 2013. IDBI confirmed that they will proceed with completion of all the sale formalities and proceeds will be released to GSFC /SASF as per its ratio. The Hon''ble Bench of BIFR directed IDBI (OA) to complete sale formalities in respect of Vapi Unit in four weeks. The Hon''ble Bench of BIFR reiterated its direction to SASF that it accept earlier OTS of the company. It also directed the company to pay lumpsum of Rs.5.00 lacs as OA fees to IDBI for the past period of 2005 to 2012 and Rs.1.00 lac. p.a. from 2013 onwards.

In the hearing held on January 8, 2014, the Hon''ble Bench of BIFR noted that SASF (IDBI) has filed an appeal in AAIFAR against its Order at para 1 above and AAIFAR has stayed the said Order to the extent it affects SASF (IDBI). Matter is pending in AAIFAR.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have 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 the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

Information in accordance with 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 given in the Annexure ''B'' forming part of this Report. Form ''A'' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

As per Sec 139 of the Companies Act, 2013, no listed Company shall appoint Audit firm as Statutory Auditors for more than two terms, of the five consecutive years. M/s. Kakaria & Associates were appointed as Statutory Auditors, in the Annual General Meeting held on September 30, 2006. They have completed their term of eight years. The Board proposes to appoint M/s. Kakaria & Associates, Chartered Accountants, Vapi, for a remaining period of two years.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company''s Bankers, Financial Institutions for their timely assistance and co-operation in the working of the Company. Your Directors also thank the customers, shareholders and the suppliers of services to your Company for their co-operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN

PLACE : MUMBAI DATED : 9.8.2014

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Mar 31, 2013

To, The Members,

The Directors are pleased to present the Thirty-two Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rupees in Lacs)

Year ended Year ended 31/3/2013 31/3/2012

Turnover NIL NIL

Profit/(Loss) Before Depreciation, Finance

Charges & Taxation (33.96) (50.97)

Profit/(Loss) before

Depreciation & Taxation (34.86) (51.52)

Profit/(Loss) after

Depreciation & Taxation 667.22 (139.74)

Surplus (Deficit) of Profit and

Loss Account of earlier year (139.74) (162.78)

Balance carried over to

Balance Sheet 667.22 (139.74)

DIVIDEND

During the year under review, owing to accumulated losses, the Directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

During the year under review Mr. Ganesan Venkatraman retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

REFERENCE TO BIFR

Your Company has been declared sick by the Honourable Board for Industrial And Financial Reconstruction, New Delhi,(BIFR) on 19th September, 2005, and your Company has filed Rehabilitation Scheme as required with the concerned Authorities in the prescribed time. In the hearing held on 20th December, 2011, the Hon''ble Bench of BIFR approved the proposal of the company regarding the sale of Vapi Unit of the Company situated at Vapi and also directed that sale proceeds be deposited in interest bearing No-Lien account (NLA). The Hon''ble Bench also directed IDBI, Operating Agency (OA) to constitute an Assets Sale Committee (ASC). The Bench also desired that Company should submit the Revised DRS.

As per the directions of BIFR, IDBI (OA) has constituted Assets Sale Committee (ASC) to finalise the modalities of sale as per the procedure and guidelines issued by BIFR. The Assets Sale Committee (ASC) is in the process of initiating and completing all the actions. The Company already has submitted the revised DRS to IDBI (OA) with a copy to BIFR and others.

In the hearing held on 8th April, 2013, the Hon''ble Bench of BIFR directed SASF to accept the earlier OTS offer of the Company with interest on overdue period. It is also directed that sale proceeds of Vapi Unit be released in the ratio of 441(GSFC): 185 (SASF) and kept hearing on June 6, 2013. IDBI - SASF confirmed that they will proceed with completion of all the sale formalities and proceeds will be released to GSFC /SASF as per its ratio. The Hon''ble Bench of BIFR directed IDBI (OA) to complete sale formalities in respect of Vapi Unit in four weeks. The Hon''ble Bench of BIFR reiterated its direction to SASF that it accept earlier OTS of the company. It also directed the company to pay lumpsum of Rs.5.00 lacs, as OA fees to IDBI for the past period of 2005 to 2012 and Rs.1.00 lac. p.a. from 2013 onwards.

DIRECTORS'' RESPONSIBILITY STATEMENT i

Statement under sub-section (2AA) of Section 217 of the |

Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have 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 the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under [ review.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

Information in accordance with 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 given in the Annexure ''B'' forming part of this Report. Form ''A'' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company''s Bankers, Financial Institutions for their timely assistance and co-operation in the working of the Company. Your Directors also thank the customers, shareholders and the suppliers of services to your Company for their co-operation and valuable support. FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH VINODRAI VALIA)

EXECUTIVE CHAIRMAN

PLACE : MUMBAI

DATED: 13.8.2013

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Mar 31, 2011

The Members,

The Directors are pleased to present the Thirtieth Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rupees in Lacs)

Year ended Year ended 31/3/2011 31/3/2010

Turnover NIL NIL

Profit/(Loss) Before Depreciation, Finance Charges & Taxation (68.28) (52.84)

Profit/(Loss) before Depreciation & Taxation (73.64) (53.09)

Profit/(Loss) after Depreciation & Taxation (161.61) (131.87)

Surplus (Deficit) of Profit and Loss Account of earlier year (128.59) (98.44)

Balance carried over to Balance Sheet (162.78) (128.59)

DIVIDEND

During the year under review, owing to accumulated losses, the Directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

During the year under review Mr. Ajay Nautamlal Jani, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Shashikant Krishna Kittur ceased to be the Executive Director cum Company Secretary with effect from August 11, 2010, due to his expiry. The Board placed on record its appreciation for the valuable services rendered by him during his tenure as Executive Director cum Company Secretary of the Company. His memory will always be cherished and engraved in the minds of the company.

REFERENCE TO BIFR

Your Company has been declared sick by the Honourable Board for Industrial And Financial Reconstruction, New Delhi, (BIFR) on 19th September, 2005, and your Company has filed Rehabilitation Scheme as required with the concerned Authorities in the prescribed time. Future course of action is to be initiated by the Hon'ble BIFR Bench.

DIRECTORS' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956:

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have 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 the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

Information in accordance with 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 given in the Annexure 'B' forming part of this Report. Form 'A' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee Has been paid.

FUTURE PROSPECTS

The Directors trust that the future prospects are encouraging for the Company as the Plant and Machinery is the most ultra modem and sophisticated and your Company's products have got recurring demand and they have been used in Industrial Application.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Company's Bankers, Financial Institutions for their timely assistance and co-operation in the working of the Company. Your Directors also thank the customers, shareholders and the suppliers of services to your Company for their co- operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN

PLACE MUMBAI DATED 15.7.2011

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Mar 31, 2010

The Directors are pleased to present the Twenty-Nineth Annual Report and the Audited Statement of Accounts of your Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Year ended Year ended 31/3/2010 31/3/2009

Turnover NIL 977.25

Profit/(Loss) Before

Depreciation, Finance

Charges & Taxation (52.84) (8.50)

Profit/(Loss) before

Depreciation & Taxation (53.09) (10.21)

Profit/(Loss) after

Depreciation & Taxation (131.87) (88.94)

Surplus (Deficit) of Profit and Loss Account of earlier year (98.44) (1562.03)

Balance carried over to

Balance Sheet (128.59) (98.44)

DIVIDEND

During the year under review, owing to accumulated losses, the Directors do not recommend any dividend.

FIXED DEPOSITS

The Company has not invited or accepted any Fixed Deposits from the public, during the year under review.

DIRECTORS

During the year under review Mr. Babulal Bansilal Jain, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Ganesan Venkatraman joined the Board on August 21, 2010. He is an Additional Director and requires consent from the Members.

Mr. Shashikant Krishna Kittur has ceased to be the Executive Director cum Company Secretary of the Company with effect from August 11, 2010 due to his expiry. The Board places on record its appreciation for the valuable services rendered by him during his tenure as Executive Director cum Company Secretary of the Company.

REFERENCE TO BIFR

Your Company has been declared sick by the Honourable Board for Industrial And Financial Reconstruction, New Delhi,(BIFR) on 19th September, 2005, and your Company has filed Rehabilitation Scheme as required with the

concerned Authorities in the prescribed time. Future course of action is to be initiated by the Honble BIFR Bench.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have 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 the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

PERSONNEL

The Personnel relations with the employees at all levels continued to remain cordial and peaceful during the year under review.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

Information in accordance with 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 given in the Annexure B forming part of this Report. Form A requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee Has been paid.

FUTURE PROSPECTS

The Directors trust that the future prospects are encouraging for the Company as the Plant and Machinery is the most ultra modern and sophisticated and your Companys products have got recurring demand and they have been used in Industrial Application.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

The Auditors have qualified their report in respect of non- compliance of certain Corporate Governance norms referred to in the coverage on Corporate Governance Report forming part of the Annual Report. The said Corporate Governance Report on non- Compliance with Clause 49 of the Listing Agreement is self-explanatory and do not require further elucidation.

Your Company could not comply with the statutory requirements of formation of various Committees due to inadequacy of strength of Directors.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Company at all levels and are grateful to the Companys Bankers, Financial Institutions for their timely assistance and co-operation in the working of the Company. Your Directors also thank the customers, shareholders and the suppliers of services to your Company for their co- operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA) EXECUTIVE CHAIRMAN

PLACE : MUMBAI

DATED: 21.8.2010