Directors Report of Vinyoflex Ltd.

Mar 31, 2015

To,

The Members,

The Directors have pleasure of presenting their 22nd ANNUAL REPORT on the business and operations of the company and the accounts for the financial Year ended on 31st March 2015

1. Financial summary or highlights/Performance of the Company:

The Board's Report shall be prepared based on the stand alone financial statement of the company.

FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2015 is summarized as under:

(In Rs.)

Particulars 31/03/2015 31/03/2014

Profit/Loss before Depreciation, Interest Taxes 27689122 21294717

Less: Financial cost 5096224 4789515

Depreciation 2918965 3056239

Profit before Tax 19673933 13448963

Provisions for Taxation 6825000 4770000

Add: Deferred Tax Liability (Net) 1287524 410079

Add: Tax Adjustments of 7360 22222

Profit for the Year 14129097 9066820

Add. Balance brought from previous Year 45478679 36411859

Balance Carried to Balance Sheet 56802533 45478679

2. Dividend:

In view of the Company's profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2014-2015.

3. Brief description of the Company's working during the year/State of Company's affair: Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 3219.51 Lacs and Net Profit After Tax Rs. 141.29 Lacs compare to pervious year sales of Rs. 3317.52 Lacs and net profit After Tax of Rs. 90.67 Lacs. Company has increased Net Profit After Tax of Rs. 50.62 Lacs compared to Previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

4. Change in the nature of business, if any : No CHANGE

5. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There is no any material Changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates.

6. Details of significant and material orders passed by the regulators of courts of tribunals impacting the going concern status and company's operations in future:

There is no any prosecution on company and on its Directors during the financial year.

7. Details in respect of adequacy of internal financial controls with reference to the financial Statements:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal Control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected. The Company, through its own, independent Internal Audit Department carries out periodic audits based on the annual audit plan approved by the Audit Committee, and inter alia, tests the design, adequacy And operating effectiveness of the internal controls. Significant observations including recommendation for improvement of business processes are reviewed by the Management before reporting to the Audit Committee, which reviews the Internal Audit reports, and monitors the implementation of audit recommendations.

8. Deposits:

The details relating to deposits, covered under Chapter V Of the Act,-

(a) accepted during the year;: NIL

(b) remained unpaid or unclaimed as at the end of the year; NIL

(c) whether there has been any default in repayment of deposit or payment of interest of interest theron during the year and if so, number of such cases and the total amount involved -

(i) at the beginning of the year;- NIL

(ii) maximum during the year;-NIL

(iii) at the end of the year;-NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

9. Statutory Auditors:

M/s. Gadhia Karachiwala & Co, Chartered Accounts having firm Reg No. 102887W, who are the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Gadhia Karachiwala & co have indicated their willingness to act as such and have confirmed that their re-appointment, if made, would be within the limits of Section 141 (3) (g) of the Companies Act, 2013.

10. Auditor's Report:

The explanations or comments by the Board on every qualification, reservation or adverse remark of disclaimer made by the auditor in his report shall be given.

11. Share Capital:

Share capital of the company mention in following manner.

Authorised share capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 50,00,000 10 Each 5,00,00,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

Subscribed Capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 43,19,000 10 Each 4,31,90,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

Issued Capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 43,19,000 10 Each 4,31,90,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

Paid up Capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 43,19,000 10 Each 4,31,90,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

12. Extract of the annual return:

The extract of the annual return in form No. MGT - 9 shall form part of the Board's report: ANNEXURE A

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo :ANNEXUREB

14. Directors:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Mansukhalal Patel and Mr. Vinod Tilva retire from the Board by rotation, and being eligible, offer him for re-appointment.

As per requirement of SEBI circular provision of appointment of a woman director on the Board, mandatory in this respect Mrs. Nila Udaybhai Tilva appointed as a director in the Annual General meeting as per applicable provision of the Act. Mr. Bhupatlal Laljibhai Tilva gave voluntary resignation from company as on 7th March 2015 within the purview of Companies Act, 2013 rules and regulation.

B) Formal Annual Evaluation:

The Committee shall evaluate the performance of each Board of Directors of the Company with reference of the authority under the Nomination and Remuneration policy of the Company framed in accordance with the provisions of section 178 of the Companies Act, 2013 and based on their functions as mentioned in the Code of Conduct of the Directors and the criteria for the evaluation of the performance s prescribed in the clause 6 of this policy. Evaluation of Independent Director shall be carried on by the entire Board in the same way as it is done for the Executive Directors of the Company except the Director getting evaluated based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criteria and subcriteria. The detail process of evaluation and ratings thereon are mentioned in the policy.

Based on the ratings given by the Nomination & Remuneration Committee to each Director, the overall effectiveness of the Board shall be measured and , accordingly the Board shall decide the Appointments, Re- appointments and Removal of the non-performing Directors of the Company.

Evaluation of the Executive Directors of the Company shall be carried out by entire Board except the Director being evaluated. The meeting for the purpose of evaluation of performance of Board Members shall be held at last once in a year and the Company shall disclose the criteria laid down by the Nomination and Remuneration Committee for performance evaluation of the Company.

15. Number of meetings of the Board of Directors: The Board of Directors met 28 times during the year.

16. Audit Committee: Audit Committee:

The composition of the Audit Committee and details of the meeting as attended by the Members of the Committee are a given below:

Name Designation No.of Committee meetings attended

Mr. Mansukhlal P. Patel Executive 12 (Chairman)

Mr. Kelvin Makadia Non Executive 9 (Independent)

Mr. Dineshchandra Nadapra Non Executive 11 (Independent)

Mr. Chimanlal Chapla Non Executive 12 (Independent)

The minutes of the Audit committee is noted and considered by the Board of directors at the subsequent Board of directors at the subsequent Board meetings. The Audit Committee met 12 times during the year under review

17. Details of establishment of vigil mechanism for directors and employees:

The details of establishment of vigil mechanism for directors and employees to report genuine concerns to be disclosed.

18. Nomination and Remuneration Committee:

Name Designation No.of Committee meetings attended

Mr. Mansukhlal P. Patel Executive 8 (Chairman)

Mr. Kelvin Makadia Non Executive 7 (Independent)

Mr. Dineshchandra Nadapra Non Executive 8 (Independent)

Mr. Chimanlal Chapla Non Executive 5 (Independent)

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Committee met 8 times during the year.

19. Particulars of loans, guarantees of loans, of investments under section 186:

a) The full particulars of the loans given, investment made or guarantee given or security provided - NIL

b) The purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of loan or guarantee or security - NIL

20. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in form No. AOC- 2.-ANNEXUREC

21. Managerial Remuneration:

Remuneration paid to Director Mr. Mansukhlal P. Patel amount of Rs. 194994.00 during the year 2014-15.

22. Secretarial Audit Report:

The provisions of section 204 read with section 134(4) of the companies Act, 2013, mandates Secretarial audit of the company to be done from the financial year commencing on or after 1st April, 2014 by a Company Secretary in Practice, The Secretarial Auditor's Report is required to be annexed to the Board's Report for the Financial Year 2014-15 onward. The Board has therefore considered and appointed Mr. Chetan D. Shah, Company Secretary in whole time Practice (Mem.No.5131), as the Secretarial Auditor of the Company for the financial year 2015-16. (Secretarial Audit Report Attached)

23. Corporate Governance Certificate:

The compliance certificate governance as stipulated in Clause 49 of the Listing Agreement shall be annexed with the report.

24. Risk management policy:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formanal rollout, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews The risk management process in our multi-business, multi- site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

25. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, shall state that.

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

(b) That the directors have 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 the affairs of the company at the end of the financial year and of the profit 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) That the directors had prepared the annual accounts on a going concerns basis; and

(e) The directors had prepared the case of a listed company, 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.

26. Acknowledgments:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For, and on behalf of the Board of Directors

VINYOFLEX LIMITED

sd/-

Date: 30.05.2015 Mansukhlal P. Patel

Plce: Rajkot Chairman & Managing Director

DIN : 01353327

sd/-

Nila U. Tilva

Director

DIN : 07123527

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Mar 31, 2014

Dear Members,

The Directors have pleasure of presenting the 21" ANNUAL REPORT of your Company together with the Audited Accounts for the Year ended on 31st March 2014

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2014 is summarized as under:

(In Rs.)

Particulars 31/03/2014 31/03/2013

Profit/Loss before Depreciation, Interest Taxes 21294717 18803520

Less: Interest 4789515 4437156

Depreciation 3056239 2953188

Profit before Tax 13448963 11413176

Provisions for Taxation 4770000 4210000

Add: Deferred Tax Liability (Net) 410079 383106

Add: Tax Adjustments of 22222 0

Profit for the Year 9066820 7586282

Add. Balance brought from previous Year 36411858 28825576

Balance Carried to Balance Sheet 45478678 36411858

1. DIVIDEND:

In view of the Company''s profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2013-2014.

2. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 3317.52 Lacs and Net Profit After Tax Rs. 90.66 Lacs compare to pervious year sales of Rs. 2988.80 Lacs and net profit After Tax of Rs. 75.86 Lacs.

Company has increase the sales of Rs. 328.72 Lacs Net Profit After Tax of Rs. 14.80 Lacs compare to to previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

3. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L. Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

4. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

5. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

6. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

8. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have 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 the affairs of the company at the end of the financial year ended 31.03.2014 and of the profit of the company for that period

iii. That the Directors had 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

iv. That the Directors had prepared the annual accounts on a going concerns basis.

9. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

10. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For, and on behalf of the Board of Directors Date: 30.05.2014 Mansukhlal P. Patel Place: Rajkot Chairman

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Mar 31, 2013

To, The Members of VINYOFLEX LTD.

The Directors have pleasure of presenting the TWENTIETH ANNUAL REPORT of your Company together with the Audited Accounts for the Year ended on 31st March 2013

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st

March 2013 is summarized as under:

Particulars 31/03/2013 31/03/2012

Interest Taxes 18803520 17001952

Less: Interest 4437156 4297456

Depreciation 2953188 2785605

Profit before Tax 11413176 9918891

Add. Balance brought from previous Year 28825576 22232492

Balance Carried to Balance Sheet 36411858 28825576

1. DIVIDEND:

In view of the Company''s profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the 2ear 2012-2013.

has achieved significant growth for the year under review During the year company has achieved the sales of Rs. 2988.80 Lacs and Net Profit After Tax Rs. 75.86 Lacs compare to pervious year sales of Rs. 2726.22 Lacs and net profit After Tax of Rs. 65.93 Lacs. Company has increase the sales of Rs. 262.58 Lacs Net Profit After Tax of Rs. 9.93 Lacs compare to to previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

3. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L Tilva and Shri Mansukhlal Patel Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

4. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

5. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment

6. COMPLIANCE CERTIFICATE:

In terms of Section 383A(I) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies Particulars of employees) Rules, 1975RV the particulars is not given.

AND OUTGO: n! accordance with the provision of Section

Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have 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 the affairs of the company at the end of the financial year ended 31.03.2013 and of the profit of the company for that period

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

iv. That the Directors had prepared the annual accounts on a going concerns basis.

GCovernance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

11. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

Date: 30.05.2013 For and on behalf of Board of Directors

Place: Rajkot

Mansukhlal Patel

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Mar 31, 2012

To, The Members, of VINYOFLEX LTD. FOR FLEXIBLE VINYL FILM

The Directors of the company have pleasure in presenting their NINETEENTH ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the

Financial Year ended on 31st March 2012.

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2012 is summarized as under:

(In Rs.)

Particulars 31/03/2012 31/03/2011

Profit/Loss before Depreciation

Interest Taxes 17001952 14178773

Less: Interest 4297456 3554244

Depreciation 2785605 2746925

Profit before Tax 9918891 7877604

Provisions for Taxation 3660000 2800000

Profit after Tax 6258891 5077604

Add: Bal. brought forward 22232492 16869187 from previous year

Add: Deferred Tax Liability (Net) 330793 284266

Less: Tax Adjustments of

Previous Year 3400 1435

Balance Carried to

Balance Sheet 28825576 22232492

1. DIVIDEND:

In view of the Company's profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2011-2012.

2. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 2726.22 Lacs and Net Profit After Tax Rs. 65.93 Lacs compare to previous year sales of Rs. 2178.26 Lacs and net profit After Tax of Rs. 53.62 Lacs. Company has increase the sales of Rs. 547.96 Lacs Net Profit After Tax of Rs. 12.31 Lacs compare to previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

3. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L. Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

4. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

5. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

6. COMPLIANCE CERTIFICATE:

In terms of Section 383A(I) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

7. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

9. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have 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 the affairs of the company at the end of the financial year ended 31.03.2012 and of the profit of the company for that period

iii. That the Directors had 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

iv. That the Directors had prepared the annual accounts on a going concerns basis.

10. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditor's Certificate on its compliance is attached as a part of the Annual Report.

11. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Mansukhlal P. Patel Chairman

Date: 30.05.2012 Place: Rajkot

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Mar 31, 2010

The Directors of the company have pleasure in presenting their SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the Financial Year ended on 31st March 2010.

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2010 is summarized as under:

Particulars 31/03/2010 31/03/2009

Profit/Loss before Depreciation,

Interest Taxes 11084976 10768529

Less: Interest 3252421 4359003

Depreciation 2671601 2599833

Profit before Tax 5160954 3809693

Provisions for Taxation 1685000 433880

Profit after Tax 3475954 3375813

Add: Bal. brought forward

from previous year 13297544 9739464

Add: Deferred Tax Liability (Net) 95690 189632

Less: Tax Adjustments of

Previous Year 0.00 7365

Balance Carried to

Balance Sheet 16869188 13297544





2. DIVIDEND:

In view of the Companys profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2009-2010.

3. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 1768.59 Lacs and Net Profit After Tax Rs. 35.71 Lacs however due to market fluctuations company did not reach at desire level of sales and earnings. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

4. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L. Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

5. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

6. AUDITORS:

M/s. Gadhia Karachiwafa, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

7. COMPLIANCE CERTIFICATE:

In terms of Section 383A(I) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

8. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption ajid foreign exchange earnings and outgo is given in the Annexure forming part of this report.

10. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have 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 the affairs of the company at the end of the financial year ended 31.03.2010 and of the profit of the company for that period

iii. That the Directors had 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

iv. That the Directors had prepared the annual accounts on a going concerns basis.

11. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditors Certificate on its compliance is attached as a part of the Annual Report.

12. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For, and on behalf of the Board of Directors

Date: 29.05.2010

Place: Rajkot Mansukhlal P. Patel

Chairman

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Mar 31, 2009

The Directors of the company have pleasure in presenting their SIXTEENTH ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the Financial Year ended on 31st March 2009.

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2008 is summarized as under:

Particulars 31/03/2009 31/03/2008

Profit/Loss before Depreciation, Interest Taxes 10768529 11292997

Less: Interest 4359003 4301065

Depreciation 2599833 2526616

Profit before Tax 3809693 4465316

Provisions for Taxation 433880 495000

Profit after Tax 3375813 3970316

Add: Bar. brought forward from previous year 9739464 6808072

Less: Deferred Tax Liability 189632 1028854

Less: Tax Adjustments of Previous Year 7365 10070

Balance Carried to • Balance Sheet 13297544 9739464

2. DIVIDEND:

In view of the Companys profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend dividend for the year 2008-2009.

3. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 1942.75 Lacs and Net Profit After Tax Rs. 35.65 Lacs however there is period of recession in the Market in India. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

4. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L.Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

5. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

6. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

7. COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

8. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

10. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have 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 the affairs of the company at the end of the financial year ended 31.03.2008 and of the profit of the company for that period

iii. That the Directors had 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

iv. That the Directors had prepared the annual accounts on a going concerns basis.

11. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditors Certificate on its compliance is attached as a part of the Annual Report.

12. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For and on behalf of Board of Directors Date: 20.06.2009

Place: Rajkot Mansukhlal Patel

Managing Director