Directors Report of Tirupati Foam Ltd.

Mar 31, 2018

BOARD REPORT

To

The Members,

TIRUPATI FOAM LTD

Your Directors have pleasure in submitting their Thirtieth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

(Rs. In Lakhs)

	2017-2018	2016-2017
Total Revenue including other income	1,00,44.05	82,25.20
Profit before financial cost, depreciation and taxation	9,17.74	5,79.34
Less: Financial Cost	(4,01.02)	(3,84.52)
Less : Depreciation	(1,91.23)	(1,94.82)
Profit Before Tax & Exceptional Items	3,25.49	2,46.05
Less: Exceptional Items	-	-
Less: Provision of taxation
Current Tax (Net)	1,19.43	88.10
Deferred Tax	(11.63)	(7.46)
Earlier year income tax	-	3.01
Profit for the year	2,17.69	1,62.39
Other Comprehensive Income	(0.73)	-
Total Comprehensive Income for the year	2,16.96	1,62.39

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company was able to achieve Sales including other income of Rs.10044.05 Lacs as compared to Rs.8225.21 Lacs for the Previous Year. The Profit before Tax and Depreciation was Rs.917.74Lacs for period under review as compared to Rs. 579.34 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.217.69 Lacs as against Rs. 1 62.39 Lacs for the previous year.

Your Directors are pleased to report that in spite of decrease in total income and fierce competition the company was able to perform well and there is increase in net profit by Rs.54 Lacs approx. as compare to previous year due to well accepted quality products and well established marketing network of dealers throughout the India.

During the year company has incurred total Capital Expenditure of Rs.2, 20, 53,494/-.

3. Changes In the Nature of Business:

There has been no change in the nature of Business of the company during the year under review.

4. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs.4,40,70,000/-. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.

5. DIVIDEND

The Directors recommend 20 % Dividend on Equity Shares for the Year ending 31st March 2018, if approved by the Shareholders at the Annual General Meeting to be held on 29th September, 2018.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The Company has transferred unpaid dividend till 2009-1 Towards Investor Education and Protection Fund (IEPF) as per the provisions of Section 125 of the Companies Act, 2013.

7. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015,the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board.

The Exercise was carried out through a structured evaluation process covering the various aspects of the Board’s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors was carried out by the independent Directors.

8. REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members, KMP & senior Management.

9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

SIX Board Meetings were held during the 12 months accounting period ended 31-3-2018 The dates of such Board Meeting are :

1) 30.05.2017 2) 07.09.2017 3)14.09.2017

4)02.12.2017 5) 14.12.2017 6)14.02.2018

10. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6)& (7) of Companies Act, 2013.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2) & Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Management discussion and analysis on the business and operations of the company is attached as Annexure D herewith and forms part of this Annual Report.

12. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure MGT-9 and is attached to this Report.

13. CORPORATE GOVERNANCE

Please note that the provisions of CORPORATE GOVERNANCE as specified in the Regulations 1,18,19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub- regulation (2) of regulation 46 and para C,D and E separately of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not mandatorily applicable to the " Companies having paid up capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year." As on March 31 st,2017 the paid up capital and net worth of the company was Rs.4.407 and Rs.20.44 Crores.

14. CEO/CFO CERTIFICATION:

A Certificate from the Managing Director and Chief Financial Officer, Pursuant to Regulation 17(8) read with schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been placed before which is enclosed with the Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. 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.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 149 of the Companies Act, 2013 read with the rules issued there under, the Listing regulations and the Articles of Association of the Company, the Independent Director & the Managing Director of the Company are not Liable for rotation.

The Board of Directors has re-appointed Roshan P Sanghavi, Managing Director of the Company & Satish A Mehta. Whole Time Director of the company, subject to approval of the Shareholders for a period of five years w.e.f. 1 st April, 2018 to March 31, 2023.

Retire by rotation & subsequent reappointment:

In accordance with the provision of Section 152 and other applicable provisions, in any, of the Companies act, 2013 read with the Companies ( Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Venibhai B Purohit & Mr. Manharlal Mehta are liable to retire by rotation at the ensuing AGM and being eligible has offered themselves for re-appointment.

17. REPORTING OF FRAUD BY THE COMPANY:

There are no fraud reported by the auditors as required under section 143(12) of the companies Act, 2013.

18. STATUTORY AUDITORS:

Your Company’s Auditors, M/s F.P & Associates, Chartered Accountants, Ahmedabad were appointed for period of the term of Five years in the 30th Annual General Meeting held on 29th September, 2017.

Vide Notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement seeking rectification of appointment of statutory Auditor by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 31st AGM.

AUDITORS REPORT:

‘"he Auditor''s Report for the Financial Year ended on March, 31 2018 does not contain any qualifications, reservations or adverse mark. The Auditor''s Report is enclosed with the Financial Statements in this report.

Pursuant to provisions of Section 143(2) of the companies act, 2013 the Statutory Auditors have not deported any incident of fraud to the Audit Committee during the year under review.

As regards the currents made in the Auditors’ Report, the Board is of the opinion that they are self-explanatory and does not want further clarifications.

19. EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS

Then; were no qualifications, reservations or adverse remarks made by the Auditors and the practicing company secretary in their temper:

20 SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remunerfric n of Managerial Personnel) Rules. 2014, the company had appointed M/s. NAHIDAKHTAR VHORA & CC Company Secretaries in practice having CP No. 13187 to conduct the Secretarial Audit of the Company for the financial /ear 201 7-18 and to furnish his report to the Board. The Secretarial Audit forms part of this Report as Annexure - F

21 Implementation of Indian Accounting Standards (IND AS):

The Securities Exchange Board Of India vide its circular dated 5th July, 2016 has implemented the applicability of Indian Accounting Standards (Ind- As) in accordance with the Companies (Indian Accounting Standard) Rule:;. 2015 which was notified on 16th February. 2015 by Ministry of Corporate Affairs.

Pursuant to :he applicability criteria of the said circulars and notifications, the Company has implemented and complied up with the Indian Accounting Standards (Ind-As) for the accounting periods with effect from 1st April. 201 7.

22. APPLICABILITY OF GST:

Pursuant to implementation of GST w.e.f. 1st July, 2017, the Company has duly registered itself with the Statutory authority within the prescribed time frame and has been allotted GSTIN: UNIT 1: 24AAACT5741N1 Z4.UNIT 2: 09AAACT5741N1ZW which replaces Excise duty and other input taxes. As per In As 18, the revenue for the year ended 31st March, 2018 is reported net of GST.

According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the year ended 31st March, 2017 was reported inclusive of excise duty.

23. FINANCE:

Cash and Cash equivalent as at March 31, 2018 was Rs.12.92 LACS. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under stick check through continuous monitoring

24. FIXED DEPOSIT

The company has not invited, accepted or renewed any fixed deposit from the public during the year.

No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1 )(c)(xiii) of the Companies (Acceptance of Deposits) Rules, 2014.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss.

Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.

27. COST AUDITORS

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2017-18.

28. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.

29. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section197(12) of the Companies Act,2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, forms part of this Report. However, there was no employee in receipt of remuneration under this section.

30. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms'' length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are periodically placed before the audit committee for its approval. The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are notion arms’ length basis or material in nature. Your Directors draw attention of the shareholders to Note No.31 of the financial statement which sets out related party disclosures. Annexure C.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

32. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, foreign exchange earnings and outgoings flow were given in Annexure B to this report.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has not developed a “Policy on Whistle Blower and Vigil Mechanism” to deal with instance fraud and mismanagement, if any.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure '' A’ to this Report.

35. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

36. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the “Policy on Prevention of Sexual Harassment at the workplace" in line the requirements of The sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

37. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board’s view, there are no material risks.

38. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by any Regulators or courts or Tribunals during the year ended 31st March, 2018 impacting the going concern status and company’s operations in future.

39. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

40. COMMITTIES OF THE BOARD:

The Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective Charters. These committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee.

C. Stakeholders Relationship Committee.

41. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued thereunder and Regulations of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

MEETING AND ATTENDENCE

During the Financial Year ended 31 st March, 2018, the Nomination & Remuneration Committee met Four time in a year as follows and the requisite Quorum was present.

1)30.05.2017 2) 14.09.2017 3) 14.12.2017 4)14.02.2018

42. NOMINATION & REMUNERATION COMMITTEE

The composition of the Audit Committee is in alignment with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulations of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

MEETING AND ATTENDENCE ,

During the Financial Year ended 31st March, 2018, the Nomination & Remuneration Committee met Once in a year and the requisite Quorum was present.

Date of the Meeting: 1) 30.05.2017

43. STAKEHOLDERS RELATIONSHIP COMMITTEE

The compliance with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee. The Committee is entrusted with the responsibility of addressing the stakeholders'' / investors’ complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate shares, etc and other shareholders related queries, complaints, etc. There was no Stakeholders Relationship Committee meeting held during the year.

44. LISTING STATUS OF THE COMPANY:

Your Directors are happy to inform you that the Company has received listings trading permission of Company''s Equity Shares on BSE main trading platform from BSE Ltd. w.e.f. 20th April, 2018.

45. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Date: 06.09.2018 By order of the Board

Place: Ahmedabad For, Tirupati Foam Ltd.,

Roshan P Sanghavi

(DIN:0001006989)

Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Twenty-eight Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous years figures are given hereunder:

(Rs. In Lacs)

2014-2015 2013-2014

Total Income including other income 86,67,50,066 92,84,38,373

Profit before financial cost, 10,06,80,513 9,10,75,859 depreciation and taxation

Less: Financial Cost 5,18,20,208 5,13,43,960

Less : Depreciation 2,87,18,196 2,18,57,380

Less: Provision of taxation

Current Tax (Net) 95,20,000 59,50,000

Deferred Tax (27,57,696) (10,51,041)

Earlier year income tax 2,04,000 4,15,011

Profit after depreciation & taxation 1,31,75,805 1,25,60,549

Add : Opening Balance in P & L A/c 5,93,49,636 5,51,49,141

Less: Additional depreciation (7,57,853) -

Available for Appropriation 7,17,67,588 6,77,09,690

Proposed Dividend 66,10,500 66,10,500

Distribution Tax 13,45,742 11,23,454

Transfer to general reserve 10,50,000 6,26,000

Surplus carried Forward 6,27,61,345 5,93,49,635

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company was able to achieve Sales including other income of Rs.8667.50 Lacs as compared to Rs.9284.38 Lacs for the Previous Year. The Profit before Tax and Depreciation was Rs.488.60 Lacs for period under review as compared to Rs. 397.32 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.131.76 Lacs as against Rs. 125.60 Lacs for the previous year.

Your Directors are pleased to report that in spite of decrease in total income and fierce competition the company was able to perform well and there is increase in net profit by Rs.6.16 Lacs as compare to previous year due to well accepted quality products and well established marketing network of dealers throughout the India.

During the year company has incurred total Capital Expenditure of Rs.1,46,12,985/-.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.

DIVIDEND

The Directors recommend 15 % Dividend on Equity Shares for the Year ending 31 st March 2015, if approved by the Shareholders at the Annual General Meeting to be held on 30th September, 2015. The dividend will absorb Rs. 66.10 Lacs. The dividend distribution tax to be borne by the Company would amount to Rs. 13.45 Lacs .

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The Company has transferred unpaid dividend till 2005-06 towards Investor Education and Protection Fund (IEPF) as per the provisions of Section 125 of the Companies Act, 2013.

CAPITAL EXPENDITURE

Capital Expenditure incurred during the year aggregated to Rs. 1,46,12,985/-.

FIXED DEPOSIT

The company has not invited, accepted or renewed any fixed deposit from the public during the year.

No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1 )(c)(xiii) of the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreements with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE

Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report of Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the company.

The Auditors of the company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the company and their Certificate is annexed to the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ' A ' to this Report.

DIRECTORS

The Directors are not liable to retire by rotation.

Mrs.Minaben R Sanghavi (DIN: 07165856) was appointed as director of our Company as Women Director pursuant to the provisions of section 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreements with the Stock Exchange, the details of the Directors, seeking re-appointment at ensuring Annual General Meeting are provided in the corporate Governance Report, forming part of this Report.

A brief resume of the all the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, are provided in the Notes to the Notice of the Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a policy containing criteria for evaluating the performance of the Independent,

Non- executive and Executive Directors, Board and Committees.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The Details of this policy is explained in the Corporate Governance Report.

AUDITORS AND AUDITOR'S REPORT:

Your Company's Auditors, M/s Mayank Shah&Associates, Chartered Accountants, Ahmedabad will retire at the conclusion of the forthcoming Annual General Meeting and they have consented to be re-appointed for the financial year 2015-16. The Company has received a letter from M/s Mayank Shah&Associates,stating that their appointment as auditors, if made, would be within the limits specified under Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and as provided in section 141 of Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s. NAHIDAKHTAR VHORA &CO.Company Secretaries in practice having CP No. 13187 to conduct the Secretarial Audit of the Company for the financial year 2014-15 and to furnish his report to the Board. The Secretarial Audit forms part of this Report as annexure - C

There is secretarial audit qualification regarding non Compliance of appointment of Secretary, in his Secretarial Audit Report. The Company is in process of appointment of whole time Company Secretary.

COST AUDITORS

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2014-15.

EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS

There were no qualifications, reservations or adverse remarks made by the Auditors and the practicing company secretary in their report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms' length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are periodically placed before the audit committee for its approval. The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms' length basis or material in nature. Your Directors draw attention of the shareholders to Note No.31 of the financial statement which sets out related party disclosures. (Annexure B)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section 197(12) of the Companies Act,2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, forms part of this Report. However, there was no employee in receipt of remuneration under this section.

RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board's view, there are no material risks.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss.

Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Six Board Meetings were held during the 12 months accounting period ended 31-3-2015. The dates of such Board Meeting are:

1)30.05.2014 2) 14.08.2014 3)28.08.2014

4) 15.11.2014 5)15.02.2015 6)25.03.2015

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from ail the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and revised clause 49 of the Listing Agreements with Stock Exchange.

HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

STOCK EXCHANGES

The Company's shares are presently listed on ASE, VSE and BSE Limited. The company has paid necessary listing fees of all stock exchanges for the year 2014-2015.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure MGT-9 and is attached to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 applicable to the Company Hence, disclosure regarding composition of audit committee is provided in the Corporate governance report.

SHARES

The company has not issued any equity shares/buy back of equity shares during the year.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities j

during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

On behalf of the Board of Directors

Place : Ahmedabad Roshan P.Sanghavi Date : 01.09.2015 (Managing Director)

---

Mar 31, 2013

Dear Members,

The Board of Directors presents the 26th Annual Report and the Audited Statement of Accounts the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

The working results of the Company for the year ended 31st March 2013 are as follows:

(Amount in Rs.)

2012-2013 2011-2012

Total Income including other income 77,37,02,741 61,00,49,338

Profit before financial cost, depreciation and taxation 7,80,75,956 5,39,01,316

Less: Financial Cost 4,75,55,460 2,53,34,560

Less: Depreciation 2,24,01,290 1,18,03,393

Less: Provision of taxation

Current Tax (Net) 22,51,500 15,73,100

Deferred Tax 4,86,576 36,07,839

Earlier year income tax (2,00,013) 3,20,944

Profit after depreciations taxation 55,81,143 1,12,55,480

Add : Opening Balance in P & L A/c 4,95,67,898 4,47,48,729

Available for Appropriation 5,51,49,041 5,60,04,209

Proposed Dividend - 52,88,400

Distribution Tax - 8,57,911

Transfer to general reserve - 2,90,000

Surplus carried Forward 5,51,49,041 4,95,67,898



OPERATIONS

The Company was able to achieve Sales including other income of Rs.7737.02 Lacs as compared to Rs.6100.49 Lacs for the Previous Year. The Profit before Tax and Depreciation was Rs.305.20 Lacs for period under review as compared to Rs. 285.67 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.55.81 Lacs as against Rs. 112.55 Lacs for the previous year. The net profit is being lower due to overheads and interest burden of Noida Plant.

Your Directors are please to report that in spite of fierce competition the company was able to perform well due to well accepted quality products and well established marketing network of dealers throughout the India.

During the year company has incurred total Capital Expenditure''of Rs.2,64,08,104/-.

DIVIDEND

To Conserve financial resources and seeing tough times ahead your Directors deemed proper to skip payment of dividend for current year.

FIXED DEPOSIT

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

INSURANCE

The assets of the company are adequately insured against the loss of fire and other risks which considered necessary by the management.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Mukesh Shah and Mr. Mukesh Kothari, Director of the Company retire by rotation and being eligible seek re-appointment.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

a) Conservation of energy & technology absorption information pursuant to Clause (e) subscription (i) of section 217 of the Companies Act, 1956 read with the Companies (disclosure of particulars in the Report of Board of Directors) Rulesl 988 and forming part of this report as given in Annexure.

AUDIT COMMITTEE

The Audit Committee consisting of Independent Directors Mr. Venibhai Purohit, Mr. Manharlal A. Mehta and Mr. Mukesh B. Kothari, satisfying the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION

The Company does not deploy any foreign technology. The Management of the company is well conversant with technology.

As power and energy expenditure are not main cost constituent of company''s overall product costing so at present company is not required to take conservation measures.

a) There is no Foreign exchange earnings. The Foreign exchange out go towards imports of raw material, capital goods and expenses are Rs.33.23 Lacs.

b) Particulars of employees

The information required to be submitted under section 217 (2A) of the Companies Acl 1956 read with the Companies (particulars of employees) rules 1975 is not applicable as there is no employees drawing the stipulated remuneration.

AUDITORS & AUDITORS REPORT

M/s Mayank Shah & Associates, Chartered Accountants retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re- appointed.

The auditors have qualified their report for non compliance of Accounting Standard AS-15 regarding non provision of gratuity. The directors are taking adequate steps to ascertain gratuity and make provision from current year. The non provision of gratuity will not have material impact on profits of the company.

Notes forming part of the accounts are self explanatory and therefore, do not require any further comments.

CORPORATE GOVERNANCE

Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report of Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the company.

The Auditors of the company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the company and their Certificate is annexed to the Report on Corporate Governance.

HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs,

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.

COMPLIANCE CERTIFICATE

The compliance certificate from practicing company secretary obtained as prudent practice and amendments in The Companies Act, 1956 is forming part of Director''s Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following.

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards.

2. such accounting policies and applied them consistently and made judgments and estimates, which are reasonable and prudent, so as to give true and fair view of the =tate of affairs of the company at the end of the financial year ended on 31 st March, 2013 and of the profit of the company for that period.

3. proper and sufficient care has been taken 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; and

4. the statements of accounts for the year ended 31 st March 2013 have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to appreciate the efforts of the company''s employees for their continued co-operation and unstinted support extended to the Company. The support of all lenders including Commercial Banks, vendors and buyers has also been invaluable to the company''s performance and your directors take these opportunities to appreciate it deeply. The Directors gratefully thank the Shareholders for the confidence reposed in the Company.



By order of the Board



Place: Ahmedabad Roshan P. Sanghavi

Date: 30.05.2013 Managing Director

---

Mar 31, 2012

Dear Members,

The Board of Directors presents the 25th Annual Report and the Audited Statement of Accounts the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

The working results of the Company for the year ended 31 st March 2012 are as follows:

(Amount in Rs.)

2011-2012 2010-2011

Total Income including other income 61,00,49,338 60,09,91,816

Profit before interest, depreciation and taxation 5,39,01,316 5,31,39,685

Less : Interest 2,53,40,560 1,11,81,243

Less: Depreciation 1,18,03,393 55,51,525

Less: Provision of taxation

Current Tax (Net) 15,73,100 1,19,25,000

Deferred Tax 36,07,839 56,425

Earlier year income tax 3,20,944 -

Profit after depreciation & taxation 1,12,55,480 2,44,25,492

Add : Opening Balance in P & L A/c 4,47,48,729 3,13,77,703

Add: Prior Year Income - -

Available for Appropriation 5,60,04,209 5,58,03,195

Proposed Dividend 52,88,400 79,32,600

Distribution Tax 8,57,911 12,86,866

Transfer to general reserve 2,90,000 18,35,000

Surplus carried Forward 4,95,67,898 4,47,48,729

OPERATIONS

The Company was able to achieve Sales including other income of Rs.6100.49 Lacs as compared to Rs.6009.91 Lacs for the Previous Year. The Profit before Tax and Depreciation was Rs.539.01 Lacs for period under review as compared to Rs. 531.39 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.112.55 Lacs as against Rs. 244.25 Lacs for the previous year. The net profit is being lower due to overheads and interest burden of Noida Plant which commence operation during this period.

Your Directors are please to report that in spite of fierce competition the company was able to perform well due to well accepted quality products and well established marketing network of dealers throughout the India.

During the year company has incurred total Capital Expenditure of Rs.15,29,92,388/-.

The production has been started on in November, 2011 at Noida Plant. The directors are pleased to inform that company has achieved standalone turnover of Rs.230.48 Lacs at its new factory from November till 31st March 2012.

DIVIDEND

The Directors recommend 12% Dividend on Equity Shares for the Year ending 31 st March 2012, if approved by the Shareholders at the Annual General Meeting to be held on 29th September 2012.

FIXED DEPOSIT

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

INSURANCE

The assets of the company are adequately insured against the loss of fire and other risks which considered necessary by the management.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Venibhai Purohit and Mr. Manharlal Mehta, Director of the Company retire by rotation and being eligible seek re-appointment.

Reappointment of Managing Director

Mr. Roshan Sanghavi, Managing Director of the company to be re-appointed by Shareholders w.e.f. 1st June, 2012. Necessary resolution for the re-appointment has been included in the notice conveying the ensuing Annual General Meeting.

Reappointment of Director

Mr. Satish Mehta, Executive Director of the company to be re-appointed by Shareholders w.e.f. 1st June, 2012. Necessary resolution for the re-appointment has been included in the notice conveying the ensuing Annual General Meeting.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

a) Conservation of energy & technology absorption information pursuant to Clause (e) subscription (i) of section 217 of the Companies Act, 1956 read with the Companies (disclosure of particulars in the Report of Board of Directors) Rulesl 988 and forming part of this report as given in Annexure.

AUDIT COMMITTEE

The Audit Committee consisting of Independent Directors Mr. Venibhai Purohit, Mr. Manharlal A. Mehta and Mr. Mukesh B. Kothari, satisfying the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION

The Company does not deploy any foreign technology. The Management of the company is well conversant with technology.

As power and energy expenditure are not main cost constituent of company''s overall product costing so at present company is not required to take conservation measures.

a) There is no Foreign exchange earnings. The Foreign exchange out go towards imports of raw material, capital goods and expenses are Rs.663.51 Lacs.

b) Particulars of employees

The information required to be submitted under section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) rules 1975 is not applicable as there is no employees drawing the stipulated remuneration.

AUDITORS & AUDITORS REPORT

M/s Mayank Shah & Associates, Chartered Accountants retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed.

The auditors have qualified their report for non compliance of Accounting Standard AS-15 regarding non provision of gratuity. The directors are taking adequate steps to ascertain gratuity and make provision from current year. The non provision of gratuity will not have material impact on profits of the company.

Notes forming part of the accounts are self explanatory and therefore, do not require any further comments.

CORPORATE GOVERNANCE

Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report of Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the company.

The Auditors of the company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the company and their Certificate is annexed to the Report on Corporate Governance.

HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

COMPLIANCE CERTIFICATE

The compliance certificate from practicing company secretary obtained as prudent practice and amendments in The Companies Act, 1956 is forming part of Director''s Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following.

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards.

2. such accounting policies and applied them consistently and made judgments and estimates, which are reasonable and prudent, so as to give true and fair view of the state of affairs of the company at the end of the financial year ended on 31 st March, 2012 and of the profit of the company for that period.

3. proper and sufficient care has been taken 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; and .

4. the statements of accounts for the year ended 31st March 2012 have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to appreciate the efforts of the company''s employees for their continued co-operation and unstinted support extended to the Company. The support of all lenders including Commercial Banks, vendors and buyers has also been invaluable to the company''s performance and your directors take these opportunities to appreciate it deeply. The Directors gratefully thank the Shareholders for the confidence reposed in the Company.

By order of the Board

Date: 07.09.2012 Roshan P. Sanghavi

Place: Ahmedabad Managing Director

---

Mar 31, 2010

The Board of Directors presents the 23rd Annual Report and the Audited Statement of Accounts the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The working results of the Company for the year ended 31st March 2010 are as follows:

(Amount in `)

2009- 2010 2008-2009

Total Income including other income 49,27,66,499 45,46,05,108

Gross Profit before depreciation and tax 3,54,98,880 2,60,70,596

Less : Depreciation 54,94,274 59,43,148

Less: Provision of taxation

Current Tax 1,06,25,000 72,00,000

Fringe Benefit Tax 0.00 2,30,000

Deferred Tax (12,66,070) (7,51,002)

Net Profit after depreciation & taxation 2,06,36,676 1,34,48,450

Add : Opening Balance in P & L A/c 2,25,59,156 2,04,32,645

Add: Prior Year Income 43,810 0.00

Available for Appropriation 4,32,39,642 3,38,81,095

Proposed Dividend 88,14,000 88,14,000

Distribution Tax 14,97,939 14,97,939

Transfer to general reserve 15,50,000 10,10,000

Surplus carried Forward 3,13,77,703 2,25,59,156

OPERATIONS

The Company was able to achieve Sales including other income of `4927.66 Lacs as compared to `4546.05 Lacs for the Previous Year. The Profit before Tax and Depreciation was `354.99 Lacs for period under review as compared to `260.70 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at `206.37 Lacs as against `134.48 Lacs for the previous year.

Your Directors are please to report that in spite of fierce competition the company was able to perform well due to well accepted quality products and well established marketing network of dealers throughout the India.

During the year company has incurred Capital Expenditure of `84,76,976/-.

NEW FACTORY

The company has started setting up of new factory at Plot No. 4, Echotech I, Extension Greater Nodia Ind Area Dist: Gautambuddh Nagar, Uttar Pradesh at the total cost of Rs.38.25 Crores with the help of internal accruals and term financing from banks / institute to cater the Northern Indian Market.

DIVIDEND

The Directors recommend 20 % Dividend on Equity Shares for the Year ending 31st March 2010, if approved by the Shareholders at the Annual General Meeting to be held on 30th September, 2010.

FIXED DEPOSIT

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

INSURANCE

The assets of the company are adequately insured against the loss of fire and other risks which considered necessary by the management.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Venibhai Purohit and Mr. Manharlal Mehta, Director of the Company retire by rotation and being eligible seek re-appointment.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

a) Conservation of energy & technology absorption information pursuant to Clause (e) subscription (i) of section 217 of the Companies Act, 1956 read with the Companies (disclosure of particulars in the Report of Board of Directors) Rules1988 and forming part of this report as given in Annexure.

ENERGY CONSUMPTION

Total energy consumption and energy consumption per unit of production are as under:

2009-2010 2008-2009

1 Electricity

a) Purchased

Units Kwh 391622 370816

Total amount ` 2348278 2107062

Rate / Unit ` 6.00 5.68

b) Own Generation

(i) Through Diesel Generator

Units 13447 12935

Unit per ltr of Diesel Oil 1.37 2.39

Cost / Unit 26.67 20.77

(ii) Through Steam Turbine Generator Units Diesel :

Quantity Ltrs NIL NIL

Total Amount ` NIL NIL

Average rate ` NIL NIL

AUDIT COMMITTEE

The Audit Committee consisting of Independent Directors Mr. Venibhai Purohit, Mr. Manharlal A. Mehta and Mr. Mukesh B. Kothari, satisfying the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION

The Company does not deploy any foreign technology. The Management of the company is well conversant with technology.

As power and energy expenditure are not main cost constituent of companys overall product costing so at present company is not required to take conservation measures.

a) There is no Foreign exchange earnings. The Foreign exchange out go towards imports of raw material, capital goods and expenses are `518.26 Lacs.

b) Particulars of employees

The information required to be submitted under section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) rules 1975 is not applicable as there is no employees drawing the stipulated remuneration.

AUDITORS & AUDITORS REPORT

M/s Mayank Shah & Associates, Chartered Accountants retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office if re-appointed.

The auditors have qualified their report for non compliance of Accounting Standard AS-15 regarding non provision of gratuity. The directors are taking adequate steps to ascertain gratuity and make provision from current year. The non provision of gratuity will not have material impact on profits of the company.

Notes forming part of the accounts are self explanatory and therefore, do not require any further comments.

CORPORATE GOVERNANCE

Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report of Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the company.

The Auditors of the company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the company and their Certificate is annexed to the Report on Corporate Governance.

HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following.

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards.

2. such accounting policies and applied them consistently and made judgments and estimates, which are reasonable and prudent, so as to give true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2010 and of the profit of the company for that period.

3. proper and sufficient care has been taken 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; and

4. the statements of accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to appreciate the efforts of the companys employees for their continued co-operation and unstinted support extended to the Company. The support of all lenders including Commercial Banks, vendors and buyers has also been invaluable to the companys performance and your directors take this opportunities to appreciate it deeply. The Directors gratefully thank the Shareholders for the confidence reposed in the Company.

Date: 07.09.2010 By order of the Board

Place: Ahmedabad

Roshan P. Sanghvi

Managing Director

---

Mar 31, 2009

The Managing Director presents the 22nd Annual Report and the Audited Statement of Accounts the Company for the year ended March 31, 2009.

FINANCIAL RESULTS:

The working results of the Company for the year ended 31st March 2009 are as follows:

2008-2009 2007-2008 (Rs. In Lacs) (Rs, in Lacs)

Total Income including other income 4546.05 4700.57

Gross Profit before depreciation and tax 260.70 339.76

Less: Depreciation 59.43 50.06

Less: Provision of taxation

Current Tax 72.00 114.00

Fringe Benefit Tax 2.30 1.65

Deferred Tax (7.51) 19.32

Add. Exceptional Item - 108.57

Net Profit after depreciation & taxation 134.48 257.30

Add : Opening Balance in P & L A/c 204.32 53.43

Less: Prior Year Income tax provision - (0.58)

Add: Prior Year Income

Available for Appropriation 338.81 310.14

Proposed Dividend 88.14 68.44

Distribution Tax 14.98 11.63

Transfer to general reserve 10.10 25.75

Surplus carried Forward 225.59 204.32

OPERATIONS:

The Company was able to achieve Sales of Rs.4546.05 Lacs as compared to Rs.4700.57 Lacs for the Previous Year. The Profit before Tax and Depreciation was Rs.260.70 Lacs for period under review as compared to Rs.339.76 Lacs for the Previous Year.

The Net Profit after making the provision for Depreciation and Taxation stood at Rs.134.48 Lacs as against Rs.257.30 Lacs for the previous year.

Your Directors are please to report that in spite of fierce competition the company was able to perform well due to well accepted quality products and well established marketing network of dealers throughout the India.

During the year company as incurred Capital Expenditure of Rs.27,52,874/-. DIVIDEND:

The Directors recommend 20 % Dividend on Equity Shares for the Year ending 31st March 2009, if approved by the Shareholders at the Annual General Meeting to be held on 30th September, 2009. FIXED DEPOSIT :

The Company has not accepted any deposit under the provision of Section 58-Aof the Companies Act, 1956 as applicable.

ISSUE OF SHARES

The Company has converted 9,85,000 convertible equity warrants into 9,85,000 equity shares of Rs. 10/- each fully paid up with share premium Rs. 26/- share during the year. The paid up share capital increased by Rs. 98,50,000/- and share premium account has credited by Rs. 2,56,10,000/-

PROSPECT

The Directors are pleased to inform you that your Company has started current year in very promising way. The manufacturing capacity is fully operational. The cost of the raw material and general increase in overhead expenses (he profits for the current period will be under pressure. However directors are taking various cost controls measures to maintain performance of the company.

STOCK EXCHANGE

The Companys shares are listed on Ahmedabad and Vadodara Stock Exchanges and BSE(lndonexf); the Company has paid necessary listing fees for the year 2009-2010.

INSURANCE

All the properties and assets of the company are adequately insured. DIRECTORS:

Mr. Mukesh B. Shah & Mr. Mukesh B. Kothari who retires by rotation as Director of the Company but being eligible offers himself for re appointment.

Information pursuant to Section 217 of the Companies Act, 1956

a) Conservation ct energy & technology absorption information pursuant to Clause (e) subscription (i) cf section 217 of the Companies Act. 1956 read with the Companies (disclosure of particulars in tie Report of Board of Directors) Rulesl 988 and forming part of this report as given in Annextre.

AUDIT COMMITTEE

The Audit Committee consisting of promoter Mr. Venubhai Purohti, Mr. Manharlal A. Mehta and Mr. Mukesh B. Kothari, Satisfying the requirements of section 292Aof the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company does not deploy any foreign technology. The Management of the company is well conversant with technology.

As power and energy expenditure are not main cost constituent of companys overall product costing so at present company is not required to take conservation measures.

a) There is no Foreign exchange earnings. The Foreign exchange out go towards imports of Raw materias and Expenses are Rs. 803.52 lacs

b) Particulars of employees

The information required to be submitted Under section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) rules 1975 is not applicable as there is no employees drawing the stipulated remuneration.

AUDITORS & AUDITORS REPORT

M/s. Mayank Shah & Associates Chartered Accountants are to retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Notes forming part of the accounts are self explanatory and therefore, do not require any further comments.

PERSONNEL:

Relations between the employees and the Management continued to be cordial during the period under review. The Directors hereby place on record their appreciation of the efficient and loyal services rendered by the companys employees at all level.

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following.

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates, which are reasonable and prudent, so as to give true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2009.

3. Your Director 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.

4. Your Directors have prepared the attached statements of accounts for the year ended 31st March 2009 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the listing agreements with the stock exchanges is enclosed as Annexure A Certain statements in the Management Discussion and Analysis Report section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

APPRECIATION:

Your Directors wish to place on record their appreciation of the continued support provided to your Company by Customers, Suppliers, Bankers, Employees and all other such concerned people who have unable the Company to achieve success in these difficult times. The Directors gratefully thank the Shareholders for the confidence reposed in the Company.

By order of the Board

Date: 05-09-2009 Roshan P. Sanghvi

Place: Ahmedabad Managing Director