Directors Report of Real Strips Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2015.

1. Financial Highlights

2014-2015 2013-2014 ( Rs. In Lacs) ( Rs In Lacs)

Particulars

Income for the Year 34477.98 32345.66

Profit before interest, depreciation and tax (PBIDT) 1097.65 2232.26

Less:

Financial Expenses 1130.83 1357.62

Depreciation 400.45 640.71

Profit / (Loss) before tax (433.63) 233.93

Provision for taxation

(i) Current Income Tax, Wealth Tax, 0.15 46.98

(ii) Deferred Tax 59.83 3.86

(iii) MAT Credit Entitlement 0.00 (42.69)

Profit after tax (493.61) 225.78

Add / (Less): Prior Period Adjustment 1.89 4.99

Profit available for appropriation (491.72) 230.77

Appropriations

Opening Balance of Profit & Loss Account 2479.16 2248.39

Less: Proposed Dividend on Equity shares 0.00 0.00

Less: Tax on dividend 0.00 0.00

Less: General Reserve 0.00 0.00

Net Balance Carried forward to Balance Sheet. 1987.44 2479.16

2. Dividend

Due to Loss, the directors therefore do not recommend dividend for the current year.

3. Industrial Relation

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels. Measures have been taken for Human Resources Development.

4. Performance

During the year under review the income has increased to Rs. 34477.98 Lacs an increase of 6.59% over previous year and Profit before Interest, depreciation and tax (PBIDT) has reduced up to 50.83% over the previous year. The Company had started trading of Cold Rolled Stainless Strips/Coils in previous year in order to escalate the revenue and to capture the local market, but due to lack of market support and dumping of the import material because of which the company incurred losses, it had to stop the Trading activity and divert itself back to its core manufacturing business.

5. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount.

The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is no required to be annexed.

6. Disclosure under Companies Act, 2013

(i) Share Capital

The paid up equity capital as on March 31, 2015 was Rs. 598 Lacs. During the year under review, The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus share.

(ii) Number of meeting

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Seven Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(iii) Independent Directors' Meeting

The Independent Director met on 30.03.2015, Without attendance of Non-Independent Directors and members of the Management. The Director review performance of the Non-Independent Director and the Board as whole; the performance of the chairman of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(iv) Statement on declaration given by independent director

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

(v) Particulars of loans, guarantees or investments:

The company has neither given any loans or guarantees nor made investments covered under the provisions of section 186 of the Companies Act, 2013.

(vi) Composition of Audit Committee

The Board has constituted the Audit committee which comprises of two independent Non Executive Director and One Joint Managing Director.

7. Corporate Governance

The Corporate Governance Report, which form an integral part of this Report, are set out as separate Annexure- I, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

8. Business Risk management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

9. Internal Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

10. Vigil Mechanism /Whistle Blower policy

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud and Risk Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

11. Director and key managerial personnel

(i) Cessation

(a) Mr. Arvindkumar D Sanghvi, Managing Director resigned from the board w.e.f 13th November, 2014. Mr. Arvindkumar D Sanghvi joined the Board in 22nd November, 1990 and on 1st June, 2014 was appointed as Managing Director of the company.

The Board placed on record its appreciation for the valuable services rendered by Mr. Arvindkumar D Sanghvi.

(b) Mr. Ashwin A Kataria, Whole Time Director resigned from the board w.e.f. 27th December, 2014 and noted that he will continue as a non-executive director of the Company.

(ii) Retirement by rotation

Directors Shri Ugamraj Hundia & Shri A.K.Kataria retires by rotation and, being eligible, offer themselves for re-appointment. The Directors recommend Shri Ugamraj Hundia & Shri. A.K.Kataria for re-appointment.

(iii) Appointment

Ms. Nipa P. Shah was appointed as an Additional Women Director of the Company with effect from 30th March, 2015.

(iv) Appointment of Independent Director

Shri Ashish Shah, Shri Pawankumar Murarka, Shri Jitendra Mamtora, Shri Chandresh Shah and Shri Amol Dalal were appointed as independent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the last A.G.M. held on 23rd September, 2014 to hold office for 5 consecutive years i.e. for a term up to the conclusion of 28th Annual General Meeting of the company in the calendar year 2019.

(v) Evalution of Board Performance

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

(vi) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

(vii) Appointment of Key Managerial personnel

During the period under review, Mr. Ramcharan Beriwala was appointed as a Chief Financial Officer and Compliance Officer of the Company w.e.f. 1st June, 2014 and Mr. Ajay k Patel was appointed as a Company Secretary of the company w.e.f 1st August, 2014.

12. Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors, to the best of their knowledge and ability state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and

estimates that were 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 the year under review.

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

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

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13. Fixed Deposit

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

14. Related Party Transaction

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly the disclosure of related party transaction as required under section 134(3)(h) of the companies Act, 2013 in form AOC 2 is not applicable

15. Significant material orders passed by the Regulators / Courts.

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

16. Subsidiary Company

The Company does not have any subsidiary company.

17. Auditors

(i) Statutory Auditor

M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 23rd September, 2014 for a term of Three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report.

(ii) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri Ashwin Shah, a Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

(iii) Cost Auditor

M/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2015-16.

18. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

19. Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

20. Prevention Of Sexual Harassment At Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

21. Transfer to Investor education and protection fund

The Company has transferred a sum Rs. 1,14,361/- during the financial year 2014-15 to the investor education and protection fund established by the central government, in Compliance with Section 124(5) of the Companies Act 2013.

22. Energy conservation, technology absorption, foreign exchange earnings and outgo.

As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concerned particulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given, in "Annexure-C", which is attached here to and forms part of the Directors' Report.

23. Particulars of employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

24. Acknowledgement

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation. The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organization successful.

For & on behalf of the Board

Place: Ahmedabad A. K. Kataria Date: 11th August, 2015 Chairman

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the company for the year ended 31st March 2014.

1. FINANCIAL HIGHLIGHTS

2013-2014 2012-13 (Rs. In Lacs) (Rs. In Lacs)

Income for the Year 32342.19 33595.70

Profit before interest, depreciation and tax (PBIDT) 2232.26 2404.56

Less:

Financial Expenses 1357.62 1176.44

Depreciation 640.71 779.03

Profit/(Loss) before tax 233.93 449.09

Provision for taxation

(i) Current Income Tax, Wealth Tax 46.98 90.01

(ii) Deferred Tax 3.86 10.79

(iii) MAT Credit Entitlement (42.69) (26.70)

Profit after tax 225.78 374.99

Add/(Less): Prior Period Adjustment/ Provision of tax for earlier year 4.99 (6.41)

Profit available for appropriation 230.77 368.58

Appropriations

Opening Balance of Statement of Profit & Loss 2248.39 2035.78

Less: Proposed Dividend on Equity shares 0.00 47.84

Less: Dividend Distribution Tax 0.00 8.13

Less: Transfer to General Reserve 0.00 100.00

Net Balance Carried forward to Balance Sheet 2479.16 2248.39

2. DIVIDEND

Due to inadequacy of profit, directors have thought fit to conserve the liquidity. The directors therefore do not recommend dividend for the current year.

3. PERFORMANCE

During the year under review the income has decreased to Rs.32342.19 Lacs a decrease of 3.73% over previous year and Profit before Interest, depreciation and tax (PBIDT) has also reduced up to 7.16 % over the previous year.

The Company has started trading of Cold Rolled Stainless Strips/Coils from November''13 in order to generate the revenue and to capture the Local Market. The Company is hopeful that revenue generated through the trading activity will maximize the profit which has shown a decrease in the Current Year.

FUTURE PROSPECTS

Your Directors are pleased to inform you that the Company is planning to upgrade existing machineries and installing new equipped ones. By upgrading/installing these machineries the company will be able to get more production & higher realization of the final product.

GREEN ENERGY

The Company has utilized green energy generated from its wind mills. As against the electricity consumption of 8339960 units, the wind mills installed by the company have generated 6588763 units.

4. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

Measures have been taken for Human Resources Development.

5. DIRECTORS

The company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with stock exchange, appointed Mr. Ashish V Shah, Mr. Pawan kumar R. Murarka, Mr. Jitendra U. Mamtora, Mr. Chandresh V. Shah and Mr. Amol R. Dalal as Independent Directors of the company. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors.

In accordance with the provisions of the section 149 of the companies act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the notice of forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the independent Directors of the Company confirming that they meet with the criteria of independent as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing agreement with the Stock Exchanges.

Pursuant to requirements of the Companies Act, 2013 and Article of Association of the Company, Shri Ashwin Kataria, Shri Pukhraj Jain and Shri Prakashraj Jain is liable to retire by rotation and being eligible offer himself for re- appointment. The Board recommends the appointment of the Director of the company.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

6. CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Company''s Code of Conduct are made a part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is given in Annexure - I, which is attached hereto.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed.

a. that in the preparation of the Accounts for the financial year ended on 31st March, 2014, the applicable standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the profit of the company for the year ending on that date.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

8. AUDITORS

M/s. Mehta Lodha & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

In terms of the provisions of the Companies Act, 2013 and rules made there under, M/s. Mehta Lodha & Co. can be appointed for a maximum period of three years. Accordingly, Directors have appointed them for the years respectively and now recommended their reappointment as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting of the Company.

The Company has received the letter from the auditors that their reappointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the said Act.

The Notes on annual accounts referred to it in the Auditor''s Report are self-explanatory and do not call for any further comments.

9. COST AUDITOR

M/s. N.D. BIRLA & CO., Cost Accountants has been re-appointed as the Cost Auditors to conduct the audit of the Cost Accounts maintained by the company for the Financial Year ended on 31st March, 2015.

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

As required under section 217 (1) (e) of the Companies Act, 1956 and the rules made therein, the concerned particulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given, in Annexure-II, which is attached here to and forms part of the Director''s Report.

11. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualify for such disclosure.

12. ACKNOWLEDGEMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organization successful.

For and on behalf of the Board

Place: Ahmedabad A. K. Kataria Date: 29th May, 2014 Chairman

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the company for the year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS :-

2012-2013 2011-12 (Rs. In Lacs) (Rs. In Lacs)

Income for the Year 33595.70 32960.15

Profit before interest, depreciation and tax (PBIDT) 2404.56 2365.37 Less:

Financial Expenses 1176.44 1046.51

Depreciation 779.03 662.01

Profit / (Loss) before tax 449.09 656.85

Provision for taxation

(i) Current Income Tax, Wealth Tax 90.01 131.53

(ii) Deferred Tax 10.79 62.94

(iii) MAT Credit Entitlement (26.70) (41.21)

Profit after tax 374.99 503.59

Add / (Less): Prior Period Adjustment (6.41) 3.18

Profit available for appropriation 368.58 506.77

Appropriations

Opening Balance of Statement of Profit & Loss 2035.78 1698.51

Less : Proposed Dividend on Equity shares 47.84 59.80

Less : Dividend Distribution Tax 8.13 9.70

Less : Transfer to General Reserve 100.00 100.00

Net Balance Carried forward to Balance Sheet. 2248.39 2035.78

2. DIVIDEND :-

The directors recommended a dividend of 8% @ Rs. 0.80 per equity share. This is however subject to the approval of shareholders at the Annual General Meeting.

3. PERFORMANCE :-

During the year under review the income has gone upto Rs. 33595.70 Lacs, an increase of 1.93% over previous year and Profit before Interest, depreciation and tax (PBIDT) has also gone up to 1.66 % over the previous year.

FUTURE PROSPECTS

Your Directors are pleased to inform you that the Company is planning to upgrade existing machineries and installing new equipped ones. By upgrading / installing these machineries the company will be able to get more production & higher realization of the final product.

GREEN ENERGY

The Company has utilized green energy generated from its wind mills. As against the electricity consumption of 9187520 units, the wind mills installed by the company have generated 4432820 units.

4. INDUSTRIAL RELATIONS :-

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

Measures have been taken for Human Resources Development.

5. DIRECTORS :-

Shri A.K Kataria, Shri Pawankumar Murarka and Shri Chandresh Shah retire from the Board by rotation and being eligible, offer themselves for re-appointment.

6. CORPORATE GOVERNANCE REPORT :-

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Company''s Code of Conduct are made a part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is given in Annexure - I, which is attached hereto.

7. DIRECTOR''S RESPONSIBILITY STATEMENT :- Pursuant to requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed :

a. that in the preparation of the Accounts for the financial year ended on 31st March, 2013, the applicable standards have been followed along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the profit of the company for the year ending on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities :

d. that the Directors have prepared the accounts for the financial year ended on 31st March, 2013 on a going concern basis.

8. AUDITORS :-

M/s Mehta Lodha & Co., Chartered Accountants, retire as Auditor of the company and being eligible, offer themselves for re-appointment. A certificate is obtained from them that, their re-appointment, if made, will be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

9. COST AUDITOR :-

M/s. N.D. BIRLA & CO., Cost Accountants has been re-appointed as the Cost Auditors to conduct the audit of the Cost Accounts maintained by the company for the Financial Year ended on 31st March 2014.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :-

As required under section 217 (1) (e) of the Companies Act,1956 and the rules made therein, the concerned particulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given, in Annexure-II, which is attached here to and forms part of the Director''s Report.

11. PARTICULARS OF EMPLOYEES :-

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualify for such disclosure.

12. ACKNOWLEDGEMENT :-

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organization successful.

For and on behalf of the Board

Place : Ahmedabad A. K. Kataria

Date : 28th May 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts of the company for the year ended 31st March 2012.

1) FINANCIAL HIGHLIGHTS

2011-2012 2010-2011 (Rs. In Lacs) (Rs. In Lacs)

Income for the Year 32960.15 28827.07

Profit before interest, depreciation and tax (PBIDT) 2352.93 2228.02

Less:

Financial Expenses 1034.07 849.51

Depreciation 662.01 595.87

Profit / (Loss) before tax 656.85 782.64

Provision for taxation

(i) Current Income Tax, Wealth Tax 131.53 194.04

(ii) Deferred Tax 62.94 (66.43)

(iii) MAT Credit Entitlement (41.21) 0.00

Profit after tax 503.59 655.03

Add / (Less): Prior Period Adjustment 3.18 0.42

Profit available for appropriation 506.77 655.45

Appropriations

Opening Balance of Profit & Loss Account 1698.51 1212.56

Less: Proposed Dividend on Equity shares 59.80 59.80

Less: Tax on dividend 9.70 9.70

Less: General Reserve 100.00 100.00

Net Balance Carried forward to Balance Sheet. 2035.78 1698.51

2. DIVIDEND

The directors recommended a dividend of 10% @ Rs. 1/- per equity share. This is however subject to the approval of shareholders at the Annual General Meeting.

3. PERFORMANCE

During the year under review the turnover has gone upto Rs. 32960.15 Lacs an increase of 14.34% over previous year and Profit before Interest, depreciation and tax (PBIDT) has also gone up 5.60 % over the previous year.

FUTURE PROSPECTS

(a) Your Directors are pleased to inform you that the Company is planning to upgrade existing machineries and installing new equipped ones. By upgrading / installing these machineries the Company will be able to get more production and higher realisation of the final product.

(b)Your Directors are pleased to inform you that the Company is planning to install 1 No. Wind Turbine Generator (Wind Mill) 2.10 MW which will be commissioned and will come into operation in the month of September / October1 2012. By installing this Wind Mill the company will be able to fulfill their electricity Consumption from their own Generation.

GREEN ENERGY

The Company has utilized green energy generated from its wind mills. As against the electricity consumption of 9779962 units, the wind mills installed by the company have generated 4273411 units.

4. INDUSTRIAL RELATIONS :-

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

Measures have been taken for Human Resources Development.

5. DIRECTORS

Shri Ashwin Kataria, Shri Ugamraj Hundia and Shri Amol Dalai retire from the Board by rotation and being eligible, offer themselves for re-appointment.

6. CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Company's Code of Conduct are made a part of the Annual Report. A certificate from Auditors, of the Company regarding compliance of conditions of Corporate Governance is given in Annexure-I, which is attached hereto.

7. DIRECTOR'S RESPONSIBILITY STATEMENT

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

a. that in the preparation of the Account for the financial year ended 31st March, 2012 the applicable standards have been followed along with proper explanation relating to material departures ;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ending on that date ;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities :

d. that the Directors have prepared the accounts for the financial year ended on 31st March, 2012 on a going concern basis.

8. AUDITORS

M/s Mehta Lodha & Co. Chartered Accountants, retire as an Auditor of the company and being eligible, offer themselves for re-appointment. A certificate is obtained from them that their re-appointment, if made, will be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

9. COST AUDITOR

The Ministry of Corporate Affairs has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification No. GSR430 CE dated June 3, 2011 and the Cost Audit Order No. 52/26/CAB/2010 dated January 24, 2012. These rules makes it mandatory for Specified Industries to appoint Cost Auditor.

M/s N. D. BIRLA & CO. has been appointed as the Cost Auditor for the Financial Year 2011-12 and 2012-13, subject to the approval of the Central Government.

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

As required under section 217 (1) (e) of the Companies Act,1956 and the rules made therein, the concerned particulars relating to Energy conservation, Technology Absorption, Foreign Exchange Earnings and outgo are given in Annexure-II, which is attached hereto and forms part of the Director's Report.

11. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualify for such disclosure.

12. ACKNOWLEDGEMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organization successful.

For and on behalf of the Board

Place: Ahmedabad A. K. Kataria

Date: 29th May 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2010.

1) FINANCIAL HIGHLIGHTS :-

2009-2010 2008-2009

(Rs. In Lacs) (Rs. In Lacs)

Income for the Year 22781.97 13207.43

Profit before interest, depreciation and tax (PBIDT) 2008.88 765.80

Less:

Financial Expenses 676.67 611.36

Depreciation 620.82 416.34

Profit / (Loss) before tax 711.39 (261.90) Provision for taxation

(i) Current Income Tax, Wealth Tax, Fringe Benefit Tax 121.05 2.03

(ii) Deferred Tax (37.29) (48.38)

Profit after tax 627.63 (215.55)

Add / (Less): Prior Period Adjustment (0.07) (5.68)

Profit available for appropriation 627.56 (221.23)

Appropriations

Opening Balance of Profit & Loss Account 743.07 964.30

Less: Proposed Dividend on Equity shares 49.80 0

Less: Tax on dividend 8.27 0

Less: General Reserve 100.00 0

Net Balance Carried forward to Balance Sheet. 1212.56 743.07

2. DIVIDEND :-

The directors recommended a dividend of 10% @ Rs. 1/- per equity shares. This is however subject to the approval of shareholders at the Annual General Meeting.

3. PERFORMANCE :-

During the year under review the turn over has gone upto Rs.22781.97 Lacs an increase of 72.49% over previous year. During the Financial year under review the company been able to pull itself out of the blues of global meltdown of the previous financial year and has been able to achieve profit before tax Rs. 711.39 Lacs in Under Reviewed Financial Year against the Loss incurred in Previous Year.

FUTURE PROSPECTS

Your Directors are pleased to inform you that the Company has already placed orders for 2 Nos. of Bright Annealing Finish Lines which will be commissioned and will come into operation by the end of the financial year 2010-11, and benefits of the same will be derived in the next financial year. By installing these lines the company will be able to get higher realization of the final product.

GREEN ENERGY

The Company has utilized green energy generated from its wind mills. As against the electricity consumption of 8514916 units, the wind mill installed by the company have generated 5767263 units.

4. MOBILISATION OF FUNDS :- During the year under review the Company has issued 12,00,000 equity shares to strategic investors and 10,00,000 convertible warrants to promoters and promoters group at a price of Rs. 51/- for funding the ongoing capital expenditure.

5. INDUSTRIAL RELATIONS :- Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

Measures have been taken for Human Resources Development.

6. DIRECTORS :- Shri Amol Dalal, Shri Chandresh Shah and Shri Babulal Jain retire from the Board by rotation and being eligible, offer themselves for re-appointment.

7. CORPORATE GOVERNANCE REPORT :- Pursuant to clause 49 of the Listing Agreement of the company with the Stock Exchanges, the Management Discussion & Analysis, Report on Corporate Governance, and certification by the Managing Director (CEO) confirming compliance by all the Board Members and Senior Management personnel with Companys Code of Conduct are made a part of the Annual Report. A certificate from Auditors, of the Company regarding compliance of conditions of Corporate Governance is given in Annexure, which is attached hereto.

8. COMPLIANCE CERTIFICATE:-

Pursuant to the requirement under section 383A of the Companies Act, 1956 a compliance certificate from Mr. Ashwin Shah Practicing Company Secretary is attached hereto.

9. DIRECTORS RESPONSIBILITY STATEMENT :-

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

a. that in the preparation of the Account for the financial year ended 31st March,2010 the applicable standards have been followed along with proper explanation relating to material departures ;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the, state of affairs of the company as at 31st March 2010 and of the profit of the company for the year ending on that date ;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities :

d. that the Directors have prepared the accounts for the financial year ended on 31st March, 2010 on a going concern basis.

10. AUDITORS

M/s Mehta Lodha & Co. Chartered Accountants, retire as Auditor of the company and being eligible, offer themselves for re-appointment. A certificate is obtained from them that their re-appointment, if made, will be within the limit prescribed under section 224(1B) of the Companies Act, 1956.

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

As required under section 217 (1) (e) of the Companies Act,1956 and the rules made therein, the concerned particulars relating to Energy conservation, Technology Absorption, Foreign Exchange Earning and outgo are given, in Annexure-II, which is attached hereto and forms part of the Directors Report.

12. LISTING

The equity shares of the Company were listed on Ahmedabad Stock Exchange Ltd and Bombay Stock Exchange Ltd. As per Regulation 6 (a) of the Securities and Exchange Board of India (Delisting of Securities) Regulation 2009 the Company may delist its equity shares from one or more stock exchanges if their shares remain listed on any stock exchange having nation wide trading terminal i.e. Bombay Stock Exchange Ltd or National Stock Exchange Ltd. There

was no trading activity in the Ahmedabad Stock Exchange Ltd. It therefore did not serve the purpose in continuing the Listing of the equity shares of the Company in Ahmedabad Stock Exchange Ltd. Accordingly the Company delisted its equity shares form Ahmedabad Stock Exchange Ltd. w.e.f 31st March 2010. The equity shares of the Company remain listed on Bombay Stock Exchange Ltd. The Company has paid the listing and other payable fees for 2010-11.

13. PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended are not given as none of the employees quality for such disclosure.

14. ACKNOWLEDGEMENT

The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State Government Authorities and all associated with the company for the co-operation.

The directors also place on record the efforts made by the employees, workers and all other associated with the company for making their organization successful.



For and on behalf of the Board

Place: Ahmedabad A. K. Kataria

Date : 29th May, 2010 Chairman