Directors Report of Alfa Ica (India) Ltd.

Mar 31, 2024

We have pleasure in presenting the 33rd Annual Report of the Company along with the audited statement of accounts for the year ended March 31, 2024. The financial results for the year are shown below. The working and operational parameters of all the plants of the Company were quite satisfactory during the year.

FINANCIAL HIGHLIGHTS		(Amount in Lakhs)
Particulars	Current Year 31.03.2024	Previous Year 31.03.2023
Total Income	6931.51	6518.57
Earnings before Interest and Depreciation	475.84	454.34
A. Finance Cost	153.89	155.30
B. Depreciation	99.02	103.90
Profit before Tax	222.93	195.14
Tax Liability
I. Current Tax	50.75	45.86
II. Deferred Tax	4.25	3.43
III. Tax Adjustments Earlier Years		0.07
Profit after Tax	167.93	145.78
Earnings Per Share
Basic	4.16	3.61
Diluted	4.16	3.61

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 is Rs ''40,400,000. During the year under review, the Company has not issued any shares.

RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, total revenue of the Company s is Rs. 6931.51lakhs as against to Rs 6518.57 lakhs in the previous year. Profit for the year 2023-24 is Rs 167.93lakhs as against Rs 145.78lakhs the previous year.

TRANSFER TO RESERVES

Company has not proposed any amount to be carried to any reserves.

EXPORT

The total exports of the Company amounted to Rs.5160.79 lakhs (Previous year Rs 4707.47 lakhs) representing about 75.35 percent of the sales. The Company is trying to locate new export markets for its products and see good potential for growth in the export business.

DIVIDEND

The Directors have not recommended dividend for the Financial Year 2023-24

PUBLIC DEPOSITS

During the year under review, your Company has not accepted

any deposit within the meaning of Section73 and74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

CREDIT RATINGS

During the year under review, your company has got reaffirmation on credit ratings from CARE Rating Limited, a reputed Credit Rating Agency for its Long term and Short term Bank Facilities. The Credit Rating Agency has reaffirmed and assigned its rating of CARE BBB; Stable / CARE A3(Triple B ; Outlook: Stable / A Three Long-term/ Short term Bank Facilities and CARE A3 (A Three)] for its Short-term Bank Facilities.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2023-2024.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and incompliance with the requirements of SEBI(LODR)Regulations,2015, the Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material

for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees ,execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

BOARD MEETINGS AND COMMITTEEES

During the year, five Board Meetings were held. Four Audit committee''s meetings & two Nomination & Remuneration committee meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

The Audit Committee comprises of Mr Indermal Nahta, Independent Director as Chairman, Mr. Sanjeev kumar sharma, Independent Director and Mr. Rishi Tikmani, Whole-time Director as Members. The Nomination and remuneration Committee comprises of, Mr. Sanjeev kumar sharma Independent Director as Chairman, Mr Indermal Nahta Independent Director and as Member and Mr.Ayush Kedia Non-Executive director as a member. The Stakeholder relationship Committee comprises of Mr Indermal Nahta, Independent Director as Chairman, Mr. Sanjeev kumar sharma, Independent Director and Mr. Rishi Tikmani, Whole-time Director as Members.

Further, as per section 177(8) of the Companies Act, 2013 there was not any case during the period under review that any recommendation is made by the Audit Committee and the Board has not accepted it.

BUSINESS ACTIVITY

The Company is presently engaged in the process of manufacturing High Pressure Laminate (H.P.L) Sheets & Compacts which are available in several Colours, Designs and Textures. Alfa range consists of more than 600 design decors and more than 50 textures. Company has also spreading its footprints globally, producing more than 6 Million sq. mts. Laminates. With more decors and more finishes, our innovation brings you beautiful, high quality environmental friendly decorative solutions. These High Pressure Laminates are recognized and appreciated by architects, interiors and fitters. The Laminate sheets are used for various applications in many

areas such as furniture covering, wall paneling, partitions, door covering, shower panels, interior wall paneling, exterior wall cladding, green chalk board, white marker board, dry wipe boards, kitchen top and backsplash, cubicle partition panel, green chalk board/white market, anti-fingerprint laminate, table top , fire retardant and many other areas.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The annexed Management Discussion and Analysis forms a part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2023-24 as well as the future outlook.

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rishi Tikmani (DIN: 00638644), whole time director will retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment. The Board recommends her re-appointment. An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 33^nd AGM of your Company.

Details of Directors seeking appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their appointments are appropriate and in the best interest of the Company

In accordance with Section 203 of the Companies Act, 2013, the Company have Mr. Rishi Tikmani, Whole-time Director, Ms. Pooja Tikmani , Whole time Women Director, Mr. Hansraj Sekhani, CFO, Ms. Himadri Trivedi, Company Secretary as a Key Managerial Personnel at the end of the financial year and as on date of the Board Report.

Your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules framed there under and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Remuneration Policy, covering the policy on

appointment and remuneration of Directors, key managerial personnel and employees.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of the financial statements for the financial year ended March 31, 2024,as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report are complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

b) such accounting policies have been selected and applied them consistently and judgments and estimates made 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 profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) Proper internal financial controls are in place and that such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Company is exempted from providing report on Corporate Governance in accordance with Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

STATUTORY AUDITORS

At the 31st Annual General Meeting of the Company held in the year 2022 the shareholders had approved the appointment of M/S. O.P. bhandari & co., Chartered Accountants, Ahmedabad (Firm Registration No. 112633W) as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 31st AGM to the conclusion of 36th AGM.

Proviso (1) of sub-section (1) of Section 139 of the Act which mandates that the Company shall place matter relating to such appointment for ratification by Shareholders at every Annua General Meeting has been omitted by the Companies (Amendment) Act, 2017 effective May 07, 2018. Therefore, for the Financial Year 2021-22 and thereafter, ratification of Auditors appointment every year at the Annual General Meeting is no longer required.

The Notes on financial statement referred to in Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act,2013,your Company has reappointed M/s. Kamlesh M Shah & Co., Practicing Company Secretary (Certificate of Practice No. 2072), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as "ANNEXURE A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act,2013, your Company has reappointed M/s Biren Shah & Co, Chartered Accountants (Firm Registration No. 132301W) as Internal Auditor of the company for the financial year for the financial year 2024-25.

COST RECORD

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such records are made and records have been maintained. Your company is obtained certificate from M/s J. B. Mistry & Co, Cost Accountant, Ahmedabad (FRN: 101067).

RISK MANAGEMENT

Your Company has robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Company''s planning process. There are no risks, which in the opinion of the Board threaten the existence of your Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place robust internal control procedures commensurate with its size and operations. Company has the internal controls Department headed by Internal Auditor of the company. The Board of Directors is also responsible for the internal control system, sets the guidelines, verifying its adequacy, effectiveness and application. The Company''s internal control system is designed to ensure management

efficiency, measurability and verifiability, reliability of accounting and management information, compliance with all applicable laws and regulations, and the protection of the Company''s assets so that the company''s main risks (operational, compliance-related, economic and financial) are properly identified and managed over time.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company''s website at www.alfaica.com under investor segment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the Section 177(9)& (10) of the Companies Act,2013 and rules framed there under read with Regulation 22 of the Listing Regulations, the Company has a Whistleblower Policy in place for its Directors and Employees to report concerns about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for protected disclosures that can be a whistle blower through e-mail or letter or to the Chairperson of the Audit Committee. Whistle Blower Policy is disclosed on the website of the Company. During the year ended on March 31, 2024, the Company did not receive any information under the scheme.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.There is no such instance reported during the year under review.

EXTRACT OF ANNUAL REPORT

In accordance with the provisions enshrined in the Act, annual return in the prescribed format is available at web-link viz https://www.alfaica.com/investors-relation.html pursuant to the provisions of clause (a) of sub-section (3) of Section 134 of the Act.

PARTICULARS OF THE EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in "Annexure - C" of this report. The statement containing the information of the top ten employees in terms of remuneration drawn as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to any Member on a written request to the Company Secretary. In terms of Section136 of

the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information of top ten employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. There was no employee who was in receipt of remuneration in excess of '' 8.5Lacs per month during the year or ''1.2Crore per annum in the aggregate if employed part of the year.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section134(3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules,2014 is furnished in Annexure to Directors Report and is attached to this report. [Annexure-C]

LOAN, GUARANTEES OR INVESTMENTS

During the year, the Company has not made any investment nor given any loan or guarantees under Section 186 of Companies Act, 2013.

RELATED PARTIES TRANSACTIONS

During the financial year 2023-24, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is set out in financial statements.

MATERIAL CHANGES / INFORMATION

There is no material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL OR DERSPASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

In the Financial year 2021-2022, Company has received two notices from SEBI & ROC.

In the matter of SEBI, notice was issued in the FY 2021-22 for Non-disclosure of regulation 14(1) Company has replied the same and in the FY 2022-2023 the Adjudicating Officer of SEBI via order dated June 30, 2022, has imposed penalty of Rs. 10,00,000/- under Section 15H(ii) of SEBI Act, 1992 on Shrimati Vimaladevi R. Tikmani, Ms. Pooja Tikmani, Mr. Rishi Tikmani, Rajendra Tikmani HUF to be paid jointly and severally for violation of

Regulation 14(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 1997. Company had paid the penalty with interest of Rs. 10,25,658 under protest on September

13,2022. In the above matter, the Company had filed an appeal before the Securities Appellate Tribunal against the said order on August 12,2022.

In the above matter, the Securities Appellate Tribunal has confirmed the opinion that the impugned order cannot be sustained and is quashed. The appeal is allowed with no order as to costs. The miscellaneous application is also disposed of as on July 25, 2023.

In the matter of ROC, notice was issued for wrong filing of annual return MGT -7. Company has replied the same and a reply is awaited from the ROC.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or proceeding in the name of the company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there were no one time settlement of loan taken banks and financial Institutions

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules,2014 to the extent the transactions took place on those items during the year.

APPRECIATION

Your Director stake this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers, employees and other business associates for the excellent support and co-operation extended by them.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

During the year under review the financial performance of the Company is as under: (In Rs.)

PARTICULARS 2013-14 2012-13

Income from Operation 578,404,221 570,177,259

Total Income 580,599,062 570,843,771

Total Expenditure 570,606,378 562,102,225

Provision for depreciation 11,034,484 10,537,475

Profit/ (loss) before tax 9,992,684 8,741,546

Tax expense (5,106,000) (5,047,915)

Deferred tax expense 2,215,624 1,323,580

Net Profit / (Loss) after tax for the year 7,102,308 5,017,211

Add : Balance B/F from previous year 36,904,616 37,887,405

Balance carried to next year 44,006,924 36,904,616

DIVIDEND

To conserve resources and to maintain liquidity, the directors do not recommend declaration of any dividend for the financial year.

UNPAID / UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

WORLD ECONOMY

Global economy continues to show weakness with overall economic growth slowing to 2.7 percent per annum in the first quarter of 2014, down from 3.6 percent registered in the previous quarter. During the current year recovery prospects look bleak on account of conflicts in Iraq, Libya, Palestine and Ukraine adding significant geopolitical risks to an already weak outlook. This could get further get accentuated if there is an upward pressure in crude prices due to the Middle East crisis. Any rise in US interest rates could add to the global slowdown.

Although there have been some significant forward pushes for the BRICS economies with agreement on the establishment of a new multilateral BRICS Bank, but Developing countries are headed for a third consecutive year of disappointing growth below 5 percent. A weak 2014 first quarter has delayed an expected pick-up in economic activity. With the exception of China and Russia, stock markets have done well in emerging economies, notably India and Indonesia. A gradual tightening of fiscal policy and structural reforms may be required, to restore world fiscal health, still suffering the pangs of 2008 financial crisis.

INDIAN ECONOMY

Last three years have been challenging for the Indian economy, with real GDP growth sliding from an average of 8.4 percent over the period 2003-10 to 5.3 percent during 2011-13. The economic parameters are expected to improve with the formation of a new Government at the centre and a fresh push for reforms in the infrastructure sector. It is estimated that the economy has grown at 5.5 % during the first quarter of the current fiscal. Continued buoyancy on the Stock markets has resulted in fresh forex inflows. Forex reserves at USD 320 bn provide a good hedge against any weakness in the global crude prices. Reserve Bank of India is still maintaining a cautious approach on the interest rate front with no significant let down in headline inflation.

Despite a weak economic scenario your company has been able to maintain its topline, and has in fact improved profitability with a rigorous control over expenses. Exports to Europe, US and Australia continue to be steady. Your Company expects to do better in the current fiscal with a bigger push into the European markets.

SHARE CAPITAL STRUCTURE

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report

YEAR UNDER REVIEW

During the year under review the Company has earned total income of Rs. 580,599,062/- (Previous Year of Rs. 570,843,771) from business. After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. of Rs. 570,606,378/- (Previous Year of Rs. 562,102,225), the company has earned a net profit of Rs. 7,102,308 /- (Previous of Rs. 5,017,211/-).

DEMATERIALISATION OF SECURITIES

Your Company''s Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent M/s MCS Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE042C01010. Total Share dematerialized up to 31st March 2014 were 3252780 which constitute 80.51% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given as ANNEXURE-A to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

Management''s discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit as defined under Section 58A of the Companies Act-1956.

DIRECTORS

Mr Shyam Sunder Tibrewal shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. He is eligible for reappointment and has offered himself for directorship of the company. Your directors recommend for his reappointment.

INSURANCE

All the existing properties of the company have been adequately insured from the approved insurance companies. The Directors record that during the year there was no insurance claim made by the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 (Corresponding Section 217(2AA) of the Companies Act, 1956), the Directors of your Company confirm:

A. That in the preparation of the annual accounts, as far as possible and except the Accounting Standards which are mentioned by the Auditors in their Report and the Notes to the Accounts separately, the applicable accounting standards has been followed and no material departure has been made from the same;

B. That they 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for that period;

C. That they 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 for preventing and detecting fraud and other irregularities;

D. That they have prepared the annual accounts on a going concern basis.

E. The Directors, in the case of Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative 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.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) OF the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which ihe is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary associate company amounting to ten per cent, or more of the gross turnover of such firm; or

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; or

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITORS

M/s. O.P. Bhandari & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the Companies Act, 1956).for reappointment as Statutory Auditors of the Company. As per rules, M/s. O.P. Bhandari is proposed to be appointed as statutory auditors of the company for next 3 financial years. A Suitable Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee. Company had appointed Biren Shah & Co. Chartered Accountants as Internal Auditors. They have agreed to be reappointed as the Internal Auditors from to time to time.

AUDITORS OBSERVATION

The Auditor''s Report for the Year ended 31st March 2014 and the notes forming part of accounts referred to in the Auditor''s Report are self explanatory and give complete information.

FORMATION OF AUDIT COMMITTEE

The Company has formed the audit committee within the organization in compliance to Section 177 of Companies Act, 2013 (section 292A of Companies Act, 1956) and also in compliance with clause 49 relating to corporate governance as per listing agreement. The Directors have formed an Audit Committee within the organization consisting of 3 directors. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

EMPLOYEES

During the year, your Company has not employeed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1) (e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

MATERIAL CHANGES

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible. ON BEHALF OF THE BOARD OF DIRECTORS

(Shyam Sunder Tibrewal) PLACE : AHMEDABAD. Chairman DATE : 26.05.2014 (DIN: 00500621)

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts for the year ended 31s'' March, 2013.

FINANCIAL RESULTS

The financial results of your company for the year 2012-2013 are summarised below:

(In Rs.) Particulars Year ended Year ended 31.03.2013 31.03.2012

Sales & Other Income 57,08,43,771 45,13,46,405

Profit before Interest & Depreciation 3,43,70,406 3,13,82,219

Interest & Depreciation 2,56,28,860 2,81,15,514

Profit / (Loss) before taxes 87,41,546 32,66,705

Provision for Taxation (including deferred tax) 37,24,335 13,01,167

Profit/(Loss) after taxes 50,17,211 19,65,538

Profif(Loss) brought forward from Previous year 3,78,87,405 3,59,21,867

Profit/(Loss) carried to Balance Sheet 3,69,04,616 3,78,87,405

DIVIDEND

To conserve resources and to maintain liquidity, the Board has not recommended declaration of any dividend for the year under review.

YEAR IN PROSPECT

WORLD ECONOMY

Global economic scenario continued to be weak in FY 2012-13, though downside risks have reduced, with a mild recovery in US economy, as well as avoidance of a full blown Euro crisis. The US Fed Reserve''s aggressive stance of pumping in trillions of dollars, through purchase of bonds, which has come to be known as Quantitative Easing, helped in maintaining liquidity in global markets. Though the US economy gained traction in the year gone by, but the same could not be said about the Eurozone, where a further crisis was averted through a resolve of the stakeholders to strengthen an integrated Eurozone. The cooling down of Chinese economy, added to global concerns. Growth in emerging market economies like India was low, but the relative softening in commodity prices, eased the impact. Short-term risks emanating from the Euro zone crisis and a slowdown in Chinese and other emerging market economies have diminished, but not disappeared.

With the continued pressure on global economy , enhanced international policy coordination is needed to mitigate negative policy spillovers and foster robust and balanced growth.

INDIAN ECONOMY

Indian economy grew by 5 % during the year 2012-13 making it one of the worst years in the last decade. The manufacturing sector put up a dismal show with 1 % growth compared to 2.7 % in the previous year. There was a slowdown in Agricultural sector also, with scanty rainfall affecting the Rabi sowing season, though Kharif crop was benefitted by a late revival in monsoon. This resulted in an overall decline in food grain production to 255.4 million tons from 259.3 million tons in the previous year.

Though headline inflation was under control and decelerated to 4.9 % in April 2013, but the ballooning of Current account deficit to 6.7 % of GDP in the third quarter of FY 13, restricted the headroom available to Reserve Bank of India, for any significant reduction in policy rates. Heavy imports of Gold and slippages in exports contributed to the widening of Current Account deficit. The Government has endeavored to control the situation through a cut in crude oil subsidy, by freeing diesel prices, and the RBI placing restrictions on Gold imports, but the impact of these measures may be negligible,*.Rs.Rs. the absence of long term economic reforms which can attract long term Foreign investment in infrastructure projects. But even with these weak macro factors, India continued to one of the fastest growing economies of the world, holding significant interest for the Global investors. This can be gauged from the fact that during FY 13, Portfolio capital inflows increased to US D 27.5 billion compared to USD 16.6 billion in FY 12 and correspondingly, Net FDI inflows increased to USD 22.9 billion as compared to USD 21.8 billion in the previous year.

Although RBI have eased the monetary policy somewhat with small relaxations in Statutory Liquidity Ratio (SLRi and Cash Reserve Requirement (CRR) to be maintained by Banks, but this has not resulted in any significant reduction in interest rates and there is a continuous clamour from the business community for relief in this area.

Despite un-certainties and weakness in the overall economic scenario, your company has performed very well in the year gone by with sales turnover going up by 32% in FY 13 compared to the previous year, and a corresponding increase of 37 % in exports during this period. This has been possible due to sustained efforts of the management in holding on to the existing markets and penetrating new markets in Australia and the European continent.

DIRECTORS'' RESPONSIBILITIES STATEMENT

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

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

ii. That 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 or loss of the Company for that period.

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

iv. That the directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Pursuant to provision of Section 256 the Companies Act, 1956, Mr. Rishi Tikmani retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment.

The brief resume/detail relating to the Director who is to be re-appointed is furnished in the Notes to the Notice of the Annual General Meeting. Members are requested to consider his re-appointment as Director of the Company.

PUBLIC DEPOSITS

During the year under review, Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act, 1956.

INSURANCE

All the existing Properties of the Company have been adequately insured.

LISTING of SHARES

The Company''s Equity Shares are listed at Ahmedabad Stock Exchange (ASE) & Bombay Stock Exchange (BSE) and Listing Fees for the year 2013-2014 have been paid. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the Listing Agreement with the Company.

The Company''s Equity Shares are under ''Compulsory Demat''. The ISIN allotted to the Company is INE042C01010. As required by the SEBI''s Circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE

The Company has implemented the adequate procedure and adopted practices in conformity with the code of Corporate Governance as enunciated in Clause 49 of the Listing agreement with the Stock Exchange.

ThertHanagement Discussion and Analysis and Corporate Governance Report are made part of the Annual Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance is attached and forming part of the Director''s Report.

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

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 relating to the disclosure of particulars of energy conservation, technology absorption and foreign exchange earnings and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this report.

EMPLOYEES

Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011 is not applicable to your Company as none of the employee was in receipt of remuneration of more than Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a. during the period under review.

STATUTORY AUDITORS:

M/s. O.P.Bhandari & Co., Chartered Accountants, Ahmedabad, Auditors of the Company retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1 B) of the Companies Act, 1956.The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS'' REPORT

The Auditors'' Report for the year ended 31s'' March, 2013 and the notes forming part of accounts referred to in the Auditors'' Report are self explanatory and give complete information.

The efforts are being made to employ a qualified company secretary and also to create a trust for payment of gratuity to the employees as required by the law.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance or the statement of the Company.

ACKNOWLEDGEMENTS

The directors sincerely express their gratitude to the Company''s shareholders, government authorities, financial institutions, banks, and employees at all levels for their valuable assistance, support and co-operation and look forward to the same in the year to come.

For and on behalf of the Board

Ahmedabad (Shyam Sunder Tibrewal)

28th May, 2013 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results of your company for the year 2010-2011 are summarised below:

(Rs. In Lacs) Particulars 31.03.2011 31.03.2010

Sales & Other Income 4420.57 3651.85

Profit before Interest & Depreciation 290.38 257.37

Interest & Depreciation 259.20 175.51

Profit / (Loss) before taxes 31.17 81.86

Provision for Taxation 10.30 8.06

Profit/(Loss) after taxes 20.87 73.80

Profit/(Loss) brought forward from Previous year 378.35 369.55

Profit/(Loss) carried to Balance Sheet 359.22 378.35

DIVIDEND

To conserve resources and to maintain liquidity, the Board has not recommended declaration of any dividend for the year under review.

YEAR IN PROSPECT

World Economy

The economic recovery witnessed in FY 2010-11, remains fragile, uneven and fraught with significant downside risks arising on account of tensions in the European Union and Middle–East areas, natural calamities and lack of progress in formulating medium term fiscal consolidation plans. The downside has been accentuated by the recent downgrade of US by S&P, though the re-categorization may be more of technical in nature. While growth in emerging economies remains strong, the advanced countries are growing slowly and facing uncertainty with large fiscal deficit and unemployment levels. Global financial stability, sovereign credit risks and rising food and energy prices, are some other major areas of concern.

Indian Economy

Indian economy was on a recovery trajectory during the year under perspective. As per the provisional estimates made by the Central Statistical Organization, India's Gross Domestic Product (GDP) at 2004-05 prices was expected to record a growth of 8.6% during 2010-11 compared to the growth of 8.0% recorded during FY 2009-10. The index of Industrial Production (IIP) recorded a lower growth of 7.8% during FY 2010-11, compared to a growth of 10.5% in the previous financial year. Growth of core infrastructure industries has improved to 5.9% during the year 2010-11, as against 5.5% during the previous year.

There has been a good recovery in international trade during 2010-11. India's exports increased by 37.5% in US dollar terms during the period April-March 2010-11, while imports registered a growth of 21.6% during the same period. Encouraged by global recovery and emerging India's economic potential. FIIs invested a net amount of US$ 32.2 billion in Indian equity and Debt markets during the past financial year. This, together with foreign direct investment inflows, has resulted in India's foreign exchange reserves rising by US$ 25.7 billion to reach a level of US$ 304.7 billion at the end of March,2011.

During 2010-11, inflation remained at high levels particularly on account of high food prices, and this continues to be a cause for concern even during the current financial year.

On the tax reforms front, the Union Budget 2011-12 has maintained the standard rate of central excise duty at 10% with reduction in exemptions as a prelude to implementation of the Uniform Goods and Service Tax.

Looking at the World Economy & Indian Economy in the past year, one could say that it was a year of cautious growth & stabilizing the business interests would be the prime concern for every industry. With uncertainties & risks looming large over all, your company still managed to increase its revenues, and it expects to do even better this year as compared to the year under prospect.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

ii. That 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 as at 31st March, 2011 and of the profit or loss of the Company for the year ended on that date.

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

iv. That the directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Pursuant to provision of Section 256 the Companies Act, 1956, Shri Rishi Tikmani retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment.

The brief resume/detail relating to the Director who is to be re-appointed is furnished in the Notes to the Notice of the Annual General Meeting. Members are requested to consider his re-appointment as Director of the Company.

During the year, Shri Inder Chand Nahta was appointed as additional director and Shri Sanjeev Sharma had resigned due to his professional exigencies.

PUBLIC DEPOSITS

During the year under review, Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act, 1956.

REDEMPTION OF PREFERENCE SHARES

40,000 Redeemable Preference Shares issued by the Company have been redeemed in accordance with Provisions of Section 80 / 80A of the Companies' Act, 1956 during the year.

INSURANCE

All the existing Properties of the Company have been adequately insured.

LISTING AGREEMENT

The Company's Equity Shares are listed at Ahmedabad Stock Exchange (ASE) & Bombay Stock Exchange (BSE) and Listing Fees for the year 2011-2012 have been paid. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the Listing Agreement with the Company.

The Company's Equity Shares are under 'Compulsory Demat'. The ISIN allotted to the Company is INE042C01010. As required by the SEBI's Circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE

The Company has implemented the adequate procedure and adopted practices in conformity with the code of Corporate Governance as enunciated in Clause 49 of the Listing agreement with the Stock Exchange.

The Management Discussion and Analysis and Corporate Governance Report are made part of the Annual Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance is attached and forming part of the Director's Report.

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

Information in accordance with the provisions of Section 217(1) (C) of the Companies Act, 1956 relating to the disclosure of particulars of energy conservation, technology absorption and foreign exchange earnings and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this report.

EMPLOYEES

Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011 is not applicable to your Company as none of the employee was in receipt of remuneration of more than Rs. 5,00,000/- p.m. or Rs. 60,00,000/- p.a. during the period under review.

STATUTORY AUDITORS:

M/s. O.P.Bhandari & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and is eligible for re- appointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956.The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT

The Auditors' Report for the year ended 31st March, 2011 and the notes forming part of accounts referred to in the Auditors' Report are self explanatory and give complete information.

The efforts are being made to employ a qualified company secretary and also to create a trust for payment of gratuity to the employees as required by the law.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance or the statement of the Company.

ACKNOWLEDGEMENTS

The directors sincerely express their gratitude to the Company's shareholders, government authorities, financial institutions, banks, and employees at all levels for their valuable assistance, support and co-operation and look forward to the same in the year to come.

For and on behalf of the Board

Ahmedabad (Shyam Sunder Tibrewal)

18th August, 2011. Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results of your company for the year 2009-2010 are summarised below:

(Rs. In Lacs)

Particulars 31.03.2010 31.03.2009

Sales & Other Income 3651.85 4757.69

Profit before Interest & Depreciation 257.37 343.01

Interest & Depreciation 175.51 232.53

Profit / (Loss) before taxes 81.86 110.48

Provision for Taxation 8.06 45.02

Profit/(Loss) after taxes 73.80 65.46

Profit/(Loss) brought forward from Previous year 454.55 389.09

Profit/(Loss) carried to Balance Sheet 528.35 454.55

DIVIDEND

To conserve resources and to maintain liquidity, the Board has not recommended declaration of any dividend for the year under review.

YEAR IN PROSPECT

The world economy showed signs of recovery, during the year under review as compared to the previous year. The recovery signs were weak but clear in the United States and some parts of Europe. But during the latter part of the year, the state of Government finances in Greece and some other European nations were a cause of concern and put a big question mark on the future of Euro itself and thus threatened to be a destabilizing factor. After a very successful Olympics, the perils of over-heating of the economy were evident in China. Financial restructuring in Dubai may affect investments in the booming middle-east, which may impact the inflow of NRI remittances from this region.

As far as India is concerned, continuing double-digit inflation and an abnormal increase in food prices has been at the centre of a tight monetary policy being pursued by the regulator. But a good domestic demand scenario has kept the wheels of economy moving. The faith of international community in the India growth story was reflected in multifold increase in Fll inflows. With China beating Japan as the second largest economy of the World and China and India continuing to be the two fastest growing economies in the word, the next decade definitely looks like an Asian decade.

Buoyed by a surge in demand from European countries viz. England, Denmark, Germany, Russia etc. your company expects to do better this year as compared to the year under prospect.

DIRECTORS RESPONSIBILITIES STATEMENT

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

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

ii. That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit or loss of the Company for the year ended on that date.

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

iv. That the directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Pursuant to provision of Section 256 the Companies Act, 1956, Shri Shyam Sunder Tibrewal retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment.

The brief resume/detail relating to the Director who is to be re-appointed is furnished in the Notes to the Notice of the Annual General Meeting. Members are requested to consider his re-appointment as Director of the Company. PUBLIC DEPOSITS

During the year under review, Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act, 1956.

REDEMPTION OF PREFERENCE SHARES

65,000 Redeemable Preference Shares issued by the Company have been redeemed in accordance with Provisions of Section 80 / 80A of the Companies Act, 1956 during the year. INSURANCE

All the existing Properties of the Company have been adequately insured.

LISTING AGREEMENT

The Companys Equity Shares are listed at Ahmedabad Stock Exchange (ASE) & Bombay Stock Exchange (BSE) and Listing Fees for the year 2010-2011 have been paid. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the Listing Agreement with the Company.

The Companys Equity Shares are under Compulsory Demat. The ISIN allotted to the Company is INE042C01010. As required by the SEBIs Circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars. CORPORATE GOVERNANCE

The Company has implemented the adequate procedure and adopted practices in conformity with the code of Corporate Governance as enunciated in Clause 49 of the Listing agreement with the Stock Exchange.

The Management Discussion and Analysis and Corporate Governance Report are made part of the Annual Report. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance is attached and forming part of the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provisions of Section 217(1) (C) of the Companies Act, 1956 relating to the disclosure of particulars of energy conservation, technology absorption and foreign exchange earnings and outgo pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure forming part of this report. EMPLOYEES

Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 is not applicable to your Company as none of the employee was in receipt of remuneration of more than Rs. 2,00,000/- p.m. or Rs. 24,00,000/- p.a. during the period under review. STATUTORY AUDITORS:

M/s. O.P.Bhandari & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and is eligible for re- appointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1 B) of the Companies Act, 1956.The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company. AUDITORS REPORT

The Auditors Report for the year ended 31st March, 2010 and the notes forming part of accounts referred to in the Auditors Report are self explanatory and give complete information.

The efforts are being made to employ a qualified company secretary and also to create a trust for payment of gratuity to the employees as required by the law. MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance or the statement of the Company.

ACKNOWLEDGEMENTS

The directors sincerely express their gratitude to the Companys shareholders, government authorities, financial institutions, banks, and employees at all levels for their valuable assistance, support and co-operation and look forward to the same in the year to come.

For and on behalf of the Board

Ahmedabad (Shyam Sunder Tibrewal)

25th August, 2010. Chairman