Directors Report of Solid Containers Ltd.

Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in presenting the Forty-Ninth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

SUMMARY OF FINANCIAL RESULTS:

(Rs. in Lacs)

Year Ended Year Ended

31.03.2014 31.03.2013

Sales NIL NIL

Profit/(Loss) before depreciation (224) (210)

Depreciation (13) (13)

Profit/(Loss) before Tax (237) (223)

Profit/(Loss) after Tax (237) (223)

DIVIDEND:

Your Directors regret their inability to recommend dividend in view of loss incurred during the year.

OPERATIONS REVIEW:

There has been no change in the status of the Company''s operations. The operations continued to be suspended and unviable. There has been no further development and hence the Company was unable to re-commence its operations.

DIRECTORS:

Mr. Ashok Goel, Director, retires by rotation and being eligible, offers himself for re-appointment.

In view of the provisions of the Companies Act, 2013, notified effective from April 1, 2014 and the notification issued by Securities Exchange Board of India (SEBI) amending clause 49 of the Listing Agreement, which require Companies to appoint a Woman director, appointed Ms. Reshma Rao as Additional Director of the Company at its Board Meeting held on September 05, 2014, to hold office upto the conclusion of the ensuing Annual General Meeting.

In view of the provisions of the Companies Act, 2013, notified effective from April 1, 2014 and the notification issued by SEBI amending clause 49 of the Listing Agreement, the independent Directors are not liable for retirement by rotation. However, the independent Directors can hold office for a period of 5 years in accordance with the provisions of Companies Act, 2013 and the revised Listing Agreement with the Stock Exchange.

Accordingly, Mr. J.M. Fernandes and Mr. Mohender Garg, Independent Directors whose appointment hitherto was subject to retirement by rotation, are proposed to be re-appointed at the ensuing Annual General Meeting for a period of five consecutive years.

A brief resume of all Directors as required by clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Forty-Ninth Annual General Meeting of the Company.

AUDITORS:

M/s. MGB & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. In view of the provisions of the Companies Act, 2013 notified with effect from April 1, 2014 and the applicable Rules, your Directors propose their appointment in respect of three financial years 2014-15, 2015-16 and 2016-17 being the maximum additional tenure permissible as a firm in their case.

RESPONSE TO THE AUDITORS'' REPORT:

The qualification and observations made by the Auditors in their report are self-explanatory.

The Auditors in their report have qualified that Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when your Company is no longer a going concern. In this regard, it may be noted that the operations of your Company continue to stay suspended and any steps for revival will be taken as soon as the economy and future of paper industry improves. In view of these facts, the Company is not in a position to make any adjustments in its accounts for recoverability of assets and restatement of liabilities.

The Auditors have stated in their report that the fixed assets records were not produced for verification and no physical verification of the assets was done during the year. Your Company has suspended its operations since September 1998 and had been suffering losses. In view of the suspended operations and closure of the unit, physical verification of assets is not possible.

The Auditors have pointed out that the Company did not have Internal Audit system during the year. Considering the fact that the operations had been suspended since September 1998 and your Company has been suffering losses, your Company did not have Internal Audit System during the year.

The Auditors have also pointed out that the Company has utilized short term funds for long term purposes. In this regard, your Directors would like to state that in absence of any arrangement of long term funds to finance additions to the fixed assets, the available working funds got depleted resulting in use of short term funds for long term purposes.

INFORMATION ON EMPLOYEES'' REMUNERATION:

None of the Employees were in receipt of remuneration in excess of the limit specified under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules,1975.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, Directors confirm that:

1) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure.

2) Appropriate Accounting Policies have been selected and applied consistently and have 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 as at March 31, 2014 and the profit or loss of the Company for that period. However, Auditors have qualified their report by stating that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. The qualification has been explained aforesaid in this report.

3) Proper and sufficient care has been taken 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.

4) The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION AND RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS/OUTGO AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

A) Conservation of Energy : NIL

B) Technology Absorption:

Research and Development : NIL

Technology absorption, adaptation and innovation : NIL

C) Foreign exchange earnings and outgo : NIL

D) Exports/exports plan : NIL

E) Total Foreign exchange used and earned : NIL

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is provided in a separate section and forms a part of the Director''s Report.

ACKNOWLEDGEMENTS:

The Board of Directors expresses its gratitude to the Members of the Company for their continuous support.

For and on behalf of the Board of Directors FOR SOLID CONTAINERS LIMITED

Place : Mumbai SURESH KUMAR SURI ASHOK GOEL Date : May 30, 2014 MANAGER DIRECTOR

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Mar 31, 2013

To THE MEMBERS of SOLID CONTAINERS LIMITED

The Directors have pleasure in presenting the Forty Eighth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

SUMMARY OF FINANCIAL RESULTS:

(Rs. in Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Sales NIL NIL

(Loss) before depreciation (210) (195)

Depreciation (13) (13)

(Loss) before Tax (223) (208)

(Loss) after Tax (223) (208)

DIVIDEND:

Your Directors regret their inability to recommend dividend in view of loss incurred during the year.

OPERATIONS REVIEW:

There has been no change in the status of the Company''s operations. The operations continued to be suspended and unviable. There has been no further development and hence the Company was unable to re-commence its operations.

DIRECTORS:

Mr. R Chandrasekhar has resigned from the directorship of the Company w.e.f January 31, 2013.

The Board places on record its gratitude for the services rendered by Mr. R Chandrasekhar during - his tenure as member of the Board.

Mr. Mohender Garg, Director, retires by rotation and being eligible, offers himself for re-appointment.

A brief resume of Mr. Mohender Garg, Director, as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the forty-eighth Annual-General Meeting of the Company.

AUDITORS:

M/s. MGB & Co., Chartered Accountants, the retiring Auditors being eligible, offer themselves for reappointment as Statutory Auditors of the Company. The reappointment, is in accordance of Section 224(IB) of the Companies Act, 1956.

RESPONSE TO THE AUDITORS'' REPORT:

The qualification and observations made by the Auditors in their report are self-explanatory.

The Auditors in their report have qualified that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when your Company is no longer a going concern. In this regard, it may be noted that the operations of your Company continue to stay suspended and any steps for revival will be taken as soon as the economy and future of paper industry improves. In view of these facts, the Company is not in a position to make any adjustments in its accounts for recoverability of assets and restatement of liabilities.

The Auditors have stated in their report that fixed assets records were not produced for verification and no physical verification of the assets was done during the year. Your Company has suspended its operations since September 1998 and had been suffering losses. In view of the suspended operations and closure of the unit, physical verification of assets is not possible.

The Auditors have also pointed out that the Company did not have Internal Audit system during the year. Considering the fact that the operations had been suspended since September 1998 and your Company has been suffering losses, your Company did not have Internal Audit System during the year.

INFORMATION ON EMPLOYEES'' REMUNERATION:

None of the Employees were in receipt of remuneration in excess of the limit specified under Section 217 (2A) of the Companies Act, 1956, and Companies (Particulars of Employees) Rules, 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, Director''s confirm that:

1) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure.

2) Appropriate Accounting Policies have been selected and applied consistently and have 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 as at March 31, 2013 and the profit or loss of the Company for that period. However, Auditors have qualified their report by stating that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. The qualification has been explained aforesaid in this report.

3) Proper and sufficient care has been taken 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.

4) The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION AND RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS / OUTGO AS PER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A) Conservation of Energy NIL

B) Technology Absorption:

Research and Development NIL

Technology absorption, adaptation and innovation NIL

C) Foreign exchange earnings and outgo NIL

D) Exports / exports plan NIL

E) Total Foreign exchange used and earned NIL

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors'' Certificate on its compliance form a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is provided in a separate section and forms a part of this Report.

ACKNOWLEDGEMENTS:

The Board of Directors expresses their gratitude to the Members of the Company for their continuous support.

For and on behalf of the Board of Directors

FOR SOLID CONTAINERS LIMITED

Place : Mumbai SURESH KUMAR SURI ASHOK GOEL

Date : May 29, 2013 MANAGER DIRECTOR

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Mar 31, 2012

To, THE MEMBERS,SOLID CONTAINERS LIMITED

THe Directors have pleasure in presenting the Forty seventh Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

SUMMARY OF FINANCIAL RESULTS:

(Rs. in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Sales Nil Nil

(Loss) before depreciation (195) (181)

Depreciation (13) (13)

(Loss) before Tax (208) (194)

(Loss) after Tax (208) (194)

DIVIDEND:

Your Directors regret their inability to recommend dividend in view of loss incurred during the year. OPERATIONS REVIEW:

There has been no change in the status of the Company''s operations. The operations continued to be suspended and unviable. There has been no further development and hence the Company was unable to re-commence its operations.

DIRECTORS:

Mr. J. M. Fernandes, Director, retires by rotation and being eligible, offers himself for re- appointment.

The brief resume of Mr. J. M. Fernandes, Director, as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the forty-seventh Annual General Meeting of the Company.

AUDITORS:

M/s. MGB & Co., Chartered Accountants, the retiring Auditors being eligible, offer themselves for reappointment as Statutory Auditors of the Company. The reappointment is in accordance of Section 224(IB) of the Companies Act, 1956.

RESPONSE TO THE AUDITORS'' REPORT:

The qualification and observations made by the Auditors in their report are self-explanatory,

The Auditors in their report have qualified that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when your Company is no longer a going concern. In this regard, it may be noted that the operations of your Company continue to stay suspended and any steps for revival will be taken as soon as the economy and future of paper industry improves. In view of these facts, your Company is not in a position to make any adjustments in its accounts for recoverability of assets and restatement of liabilities.

The Auditors have stated in their report that the fixed assets records were not produced for verification and no physical verification of the assets was done during the year. Your Company has suspended its operations since September 1998 and had been suffering losses. In view of the suspended operations and closure of the unit, physical verification of assets is not possible.

The Auditors have also pointed out that your Company did not have Internal Audit system during the year. Considering the fact that the operations had been suspended since September 1998 and your Company has been suffering losses, your Company did not have Internal Audit System during the year.

INFORMATION ON EMPLOYEES REMUNERATION:

None of the Employees were in receipt of remuneration in excess of the limit specified under Section 217 (2A) of the Companies Act, 1956, and Companies (Particulars of Employees) Rules, 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, Director''s confirm that:

1) In the preparation of the annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departure.

2) Appropriate Accounting Policies have been selected and applied consistently and have 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 as at March 31, 2012 and the profit or loss of the Company for that period. However, Auditors have qualified their report by stating that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. The qualification has been explained aforesaid in this report.

3) Proper and sufficient care has been taken 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.

4) The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION AND RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS / OUTGO AS PER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A) Conservation of Energy Nil

B) Technology Absorption:

Research and Development Nil

Technology absorption, adaptation and innovation Nil

C) Foreign exchange earnings and outgo Nil

D) Exports / exports plans Nil

E) Total Foreign exchange used and earned Nil

CORPORATE GOVERNANCE:

A separate report on Corporate Governance alongwith the Auditors'' Certificate on its compliance form a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is provided in a separate section and forms a part of this Report.

ACKNOWLEDGEMENTS:

The Board of Directors expresses their gratitude to the Members of the Company for their continuous support.

For and on behalf of the Board of Directors

FOR SOLID CONTAINERS LIMITED

SURESH KUMAR SURI ASHOK KUMAR GOEL

Mumbai, 30 August 2012 MANAGER DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the Forty-fifth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

SUMMARY OF FINANCIAL RESULTS:

(Rs. in Lacs)

Year Ended Year Ended

31.03.2010 31.03.2009

Sales NIL NIL

Profit/(Loss) before depreciation (218) (204)

Depreciation (13) (13)

Profit/(Loss) before Tax (231) (217)

Profit/(Loss) after tax (233) (217)

DIVIDEND:

Your Directors regret their inability to recommend dividend in view of loss incurred during the year.

OPERATIONS REVIEW:

There has been no change in the status of the Companys operations. The operations continued to be suspended and unviable. There has been no further development and hence the Company was unable to re-commence its operations.

DIRECTORS:

Mr. R. Chandrasekhar, Director, retires by rotation and being eligible, offers himself for re-appointment.

The brief resume of Mr. R. Chandrasekhar, Director, as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Forty-fifth Annual General Meeting of the Company.

AUDITORS:

M/s. MGB & Co., Chartered Accountants, the retiring Auditors being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The re-appointment is in accordance of Section 224(1 B) of the Companies Act, 1956.

RESPONSE TO THE AUDITORS REPORT:

The qualification and observations made by the Auditors in their report are self-explanatory.

The Auditors in their report have qualified that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. In this regard, it may be noted that the operations of the Company continue to stay in suspended and there are no plans which have been finalized for reviving the Company. In view of these facts, the Company is not in a position to make any adjustments in its accounts for recoverability of assets and restatement of liabilities.

The Auditors have stated in their report that the fixed assets records were not produced for verification and no physical verification of the fixed assets was done during the year. Your Company has suspended its operations since September 1998 and had been suffering losses. In view of the suspended operations and closure of the unit, physical verification of assets is not possible.

The Auditors have also pointed out that the Company did not have Internal Audit system during the year. Considering the fact that the operations had been suspended since September 1998 and the Company has been suffering losses, the Company did not have Internal Audit System during the year.

INFORMATION ON EMPLOYEES REMUNERATION:

None of the Employees were in receipt of remuneration in excess of the limit specified under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, Directors confirm that:

1) In the preparation of the annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departure.

2) Appropriate Accounting Policies have been selected and applied consistently and have 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 as at March 31, 2010 and the profit or loss of the Company for that period. However, Auditors have qualified their report by stating that the Company is no longer a going concern and has not made adjustments to accounts relating to recoverability of assets and liabilities as might be necessary when the Company is no longer a going concern. The qualification has been explained aforesaid in this report.

3) Proper and sufficient care has been taken 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.

4) The annual accounts have been prepared on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO AS PER SECTION 217(1)(e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

The operations of the Company continue to be suspended and therefore there were no energy conservation measures/additional investments and proposal implemented for reduction of consumption of energy, no efforts made in Technology absorption, adaptation and innovation, Research & development, no Foreign Exchange earnings and outgo or exports.

A) Conservation of Energy Nil

B) Technology Absorption:

Research and Development Nil

Technology absorption, adaptation and innovation Nil

C) Foreign exchange earnings and outgo Nil

Exports / exports plans Nil

Total Foreign exchange used and earned Nil

CORPORATE GOVERNANCE:

A separate report on Corporate Governance alongwith the Auditors Certificate on its compliance form a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is provided in a separate section and forms a part of this Report.

ACKNOWLEDGEMENTS:

The Board of Directors expresses their gratitude to the Members of the Company for their continuous support.

For and on behalf of the Board of Directors

FOR SOLID CONTAINERS LIMITED

Place : Mumbai ASHOK KUMAR GOEL

Date : 23 August, 2010 DIRECTOR