Directors Report of Axel Polymers Ltd.

Mar 31, 2024

Your Directors are pleased to present their 32^nd Board’s Report together with the Audited Financial Statements for the Financial Year (‘FY’) ended 31.03.2024.

1. THE STATE OF COMPANY’S AFFAIRS

i. COMPANY OVERVIEW

Axel Polymers Limited (“AXEL”) established in the year 1992, is principally engaged in the business of manufacturing of Compounds Blends & Alloys of Engineering & Specialty Polymers and trading of polymer compounds.

AXEL is the largest manufacturer of Engineering Thermoplastic Compounds in India, catering to Multinationals and Domestic Corporates; it has rich domain experience and in-depth knowledge of International and Local Polymers Market having a 3-decade strong operating history in the manufacturing of engineering polymers.

ii. FINANCIAL SUMMARY/HIGHLIGHTS

The Summary of the financial performance of the Company for the year-ended 31.03.2024 compared to the previous year is as follows:

(Rs. in Lacs.)

Particulars	2023-2024	2022-2023
Revenue from Operations	12791.61	8264.93
Other Income	3.59	27.65
Total Income	12795.20	8292.58
Profit/(Loss) before Depreciation and Tax	298.78	224.14
(Less): Depreciation	(70.16)	(54.01)
Profit/(Loss) before Tax	228.62	170.13
Add/(Less): Tax Expenses
i. Current Tax	(38.17)	(28.40)
II. Deferred Tax	(16.36)	(5.56)
III. Minimum alternate tax credit entitlement	(16.48)	(16.46)
IV. Taxation adjustments for earlier years	(2.02)	(1.28)
Net Profit/(Loss) for the year	155.59	118.42
Other Comprehensive Income for the Year (Net of Tax)	2.96	2.36
Total of Other Comprehensive Income	152.63	120.78
Add/(Less): Balance Brought Forward	257.47	136.68
Add/(Less):Prior Period Item	(6.75)	-
BALANCE CARRIED FORWARD TO BALANCE SHEET	403.34	257.47

During the year under review, your Company posted a total income of Rs. 12795.20 lacs as against Rs. 8292.58 lacs in the previous year as well as Net profit of Rs. 155.59 lacs as against Rs. 118.42 lacs in the previous year registering growth.

2. SHARE CAPITAL

There was no change in the share capital of the Company during the year under review and it, continued at Rs. 8,51,66,800/- comprising of 85,16,680 Equity shares of Re.10 each fully paid.

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

3. DIVIDEND

Keeping in view long term objectives of the Company, your directors do not recommend dividend for the year.

4. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

Neither the Company has any Subsidiary, Joint Venture or Associate Company nor has any other Company become or ceased to be Subsidiary / Joint Venture / Associate Company.

5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed amount, required to be transferred to Investor Education & Protection Fund during the year under review.

6. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS 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 REPORT

GST authorities had conducted an investigation search at the Company. The Company, as a responsible corporate entity, extended full cooperation to the authorities throughout this process. The Company has sought expert legal advice and is actively pursuing the matter through legal channels. We anticipate a favorable outcome. The GST authority has not so far quantified any amount to be recovered, if any from the Company. It is important to note that these proceedings have not impacted the routine operations of the Company.

9. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company www.axelpolymers.com under the “Investor Relations” section.

10. DIRECTORS:

A. Details of Appointment/resignation of Directors and Key Managerial Personnel

At the 31st Annual General Meeting held on 29th September 2023, Mr. Gaurav Thanky (DIN: 02565340) was reappointed as Managing Director, Mr. A. B. Bodhanwala (DIN: 00421362) was reappointed as Executive Director (Whole-time Director) and CFO, Mr. Haresh Padamshi Kothari (DIN: 05140850) was reappointed as Independent Director, and Mr. Umang Hasmukhbhai Dasani (DIN: 09787208) was appointed as Independent Director by the members.

During the year, there is no resignation / cessations.

However, thereafter Mrs. M.A. Bodhanwala (00422067) has resigned as a Non-Executive Woman Director w.e.f. 3^rd July, 2024, and Mr. A. B. Bodhanwala (DIN: 00421362) has resigned as WholeTime Director and CFO with effect from 4^th July, 2024 but continues as a Non-Executive Director.

B. Statement on declaration given by independent directors under Section 149(6) of the Act

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet criteria of independence as provided under Section 149(6) of the Act.

C. A statement with regard to integrity, expertise and experience of independent directors

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency)

D. Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its Committees and individual Directors; which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

11. NO. OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, 9 meetings of the Board of Directors were held.

12. DIRECTORS TRAINING & FAMILIARIZATION

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Polymer Industry. Considering the association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

> The Roles, Rights, Responsibilities and Duties of Independent Directors

> Business Development Strategy and Plans

> Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

> New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the annual accounts for the year ended on 31.03.2024, the applicable accounting standards are followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2023-2024 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) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

14. AUDITORS

A. STATUTORY AUDITORS

Members of the Company at their 30th AGM held on 29th September, 2022 reappointed M/S Mukund & Rohit, Chartered Accountants, Vadodara having firm registration no. 113375W as Statutory Auditors of the Company for a further period of 5 years up to the conclusion of 35th AGM.

The Company has obtained necessary certificate under Section 141 of the Act conveying their eligibility for being the Statutory Auditors of the Company for the year 2023-24.

B. SECRETARIAL AUDITORS

M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company Pursuant to Section 204 of The Companies Act, 2013 and rules framed thereunder for the Financial Year 2023-2024. The Secretarial Audit Report has been annexed to this Report as per Annexure 1.

C. INTERNAL AUDITORS

M/s Chirag Bhatt & Associates, Chartered Accountant (Firm reg. no. 148286W), Vadodara, has been appointed as an Internal Auditor of the Company in terms of Section 138 of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2023-2024 by the Board of Directors, upon recommendation of the Audit Committee.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor’s Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

15. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any guarantees or securities covered under the provisions of section 186 of the Companies Act, 2013 (‘the Act’). However, the aggregate of loans and advances granted as also investments made, if any, are within the limits of section 186 of the Act.

16. RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements entered into by the Company with Related Parties, referred to in sub-section (1) of Section 188 of the Act, in the prescribed Form AOC-2 is enclosed as Annexure - 2.

17. RISK MANAGEMENT POLICY

The composition of the Risk Management Committee is not applicable to your Company. However, the Company has adopted a Risk Management policy in accordance with the provisions of the Act.

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

The Particulars as prescribed in section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, are as follows.

(A) Conservation of Energy

Your Company continued its energy conservation measures including regular review of consumption and effective control on utilization of energy for improving Operational Excellence and effective Energy Management at its manufacturing Plant.

(i) the steps taken or impact on conservation of energy: - NIL

(ii) the steps taken by the Company for utilizing alternate sources of energy: - NIL

The Company is considering Rooftop Solar System for renewable energy supply for Plant & Office premises.

(iii) the capital investment on energy conservation equipment’s: - NIL

Power & Fuel Consumption- Electricity	2023-2024	2022-2023
Consumed Quantity units	7,50,886	5,81,970
Amount in Rs.	67,42,148	49,56,392
Rate/Unit Rs.	8.98	8.52
Production Quantity M. T	4912.481	2262.400
Power Cost Per Kg. of Production Rs.	1.37	2.19

(B) Technology Absorption

The Company continues to lay emphasis on development and innovation of in-house technology and technical skill to meet customer requirements. Efforts are also continuing for improving productivity and quality of products and continue to keep pace with the advances in technological innovations and up-gradation.

(C) Foreign Exchange Earnings and Outgo

(Rs. in Lacs.)

Particulars	2023-2024	2022-2023
Foreign Exchange Earned	2.26	141.93
Foreign Exchange Spent	341.89	322.01

19. KEY MANAGERIAL PERSONNEL

The following were Key Managerial Personnel of the Company during the year under review.

1. Mr. Gaurav Thanky : Managing Director

2. Mr. Aarasp Bejan Bodhanwala : Executive Director - CFO

3. Mr. Jigardan Gadhvi : Company Secretary

20. DEPOSITS

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

21. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act, provisions of Section 135 of the Act and rules framed there under relating to corporate social responsibilities, are not applicable to the Company. Hence, no details in the regard have been furnished.

22. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 4 to this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary

23. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary of sexual harassment complaints received and disposed-off during the financial year 2023-2024 is as under:

Number of Complaints Received NIL

Number of Complaints Disposed-off NIL

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

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

25. 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 has been no one time settlement of loans taken from Banks & Financial Institutions.

26. ANNUAL EVALUATION

Pursuant to the Section 134(3)(p) and other applicable provisions, if any, of the Act and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’), the Board has carried out an annual evaluation of its own performance, its committees and the directors individually.

27. CORPORATE GOVERNANCE REPORT

In view of Paid up Capital and Net worth of the Company being less than Rs. 10 Crores and Rs. 25 Crores respectively, Corporate Governance Report as prescribed in Clause C of schedule V to LODR is not required to be included in the Annual Report in terms of Regulations 27(2) of LODR.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Para B of Schedule V of LODR is attached as Annexure - 3.

29. COMMITTEE COMPOSITION AUDIT COMMITTEE

The Composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of SEBI (LODR) Regulation, 2015 as follows:

Sr No	Name of the Directors	Designation	Nature of Directorship
1	Haresh P. Kothari	Chairman	Non-Executive Independent Director
2	Aarasp Bejan Bodhanwala	Member	Executive (WTD) Director cum CFO
4	Umang Dasani	Member	Non-Executive Independent Director

The Audit Committee met five times during the period under review. The role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

During the year, The Board has accepted all recommendations of the Audit Committee and accordingly; no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee is in line with the provisions of Section 178 of the Act read with Regulation 19 LODR as follows:

Sr. No	Name of the Directors	Designation	Nature of Directorship
1	Haresh P. Kothari	Chairman	Non-Executive Independent Director
2	Minnie Aarasp Bodhanwala	Member	Non - Executive Director
3	Umang Dasani	Member	Non-Executive Independent Director

The Nomination and Remuneration Committee met three times during the period under review. The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of the Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors

REMUNERATION POLICY

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. The NRC has developed criteria for determining the qualification, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors. The remuneration policy of the Company can be seen at the website of the Company i.e. www.axelpolymers.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in line with the provisions of Section 178(5) of the Act read with Regulation 19 of SEBI (LODR) Regulations, 2015 as below.

Sr. No	Name of the Directors	Designation	Nature of Directorship
1	Umang Dasani	Chairman	Non-Executive Independent Director
2	Minnie Aarasp Bodhanwala	Member	Non-Executive Director
3	Haresh P. Kothari	Member	Non-Executive Independent Director

The Stakeholders Relationship Committee met once during the period under review. The powers, role and terms of reference of the Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors.

30. COST RECORDS

As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the Company has made and maintained Cost Records, as required under Clause 8 (ix) of the Companies (Accounts) Amendments Rules, 2018, as applicable, however, the Company is NOT required to appoint Cost Auditor to audit its cost records for Financial Year 2023-2024.

However, M/s Diwanji & Associates, Cost Accountants (Firm Registration No. 100227) have been appointed as a Cost Auditor of the Company for the Financial Year 2024-2025.

31. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR, the Company has established Vigil Mechanism for Directors and employees to report genuine concerns. Vigil Mechanism also provides adequate safeguard against victimization of director(s) or employee(s) and also provides for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by any Regulator or Court or Tribunal impacting the going concern status and the Company’s Operations in future during the year under review.

33. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There are adequate Internal Control Systems operating in the Company, which are commensurate with the size and operations of the Company. The Audit Committee supervises the checks and control exercised and reports any suggestion or deviation on a continuing basis. The Authority and responsibility of every employee is defined.

35. INSURANCE

All the assets of the Company have been adequately insured and the Company has taken necessary general insurance to ensure its security.

36. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all senior level employees in the course of day-to-day business operations of the Company. The Code is laid down by the Board, and is known as “Code of Business Conduct”

The Code lays down the Standard Procedure of Business Conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in workplace in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

37. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors effective from 01.10.2017), your directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

38. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible.

Your Directors also wish to thank its customers, dealers, agents, suppliers; investors and bankers for their continued support and faith reposed in the Company.

Date: 02.09.2024 For and on behalf of Board of

Place: Mokshi Axel Polymers Limited

Sd/-

Gaurav Thanky Chairman & Managing Director DIN: 02565340

---

Mar 31, 2010

The directors are pleased to present herewith the Eighteenth Annual Accounts of your Company for the financial year ended March 31, 2010.

PART I

FINANCIALS

Rupees

PARTICULARS 2009-2010 2008-2009

Sales and other income 37374062 256400303

Expenditure 34297746 258615471

Depreciation&W/off 4594433 4458123

Profit before Interest, W/off&Depreciation 6235814 775988

Profit before Tax -1518117 -6673291

(Short)/Excess ProvisionofCurrent Tax of earlier year 155775 0

Provision for Taxation :

Current tax 0 0

Deferred Tax Liability/Asset 1925440 -3619491

Fringe benefit Tax 0 74896 Profit after Tax 563098 -3128696

Cash Profit after Tax 5157531 1329427

PERFORMANCE

Almost every business, every individual has been impacted in these times and your company is no exception to it. This is the time for us to show our strength and what we can achieve. We have worked harder and smarter now more than ever. The true spirit is founded on our enthusiasm, cost consciencness, willingness to assume responsibility and the Will to ensure that we succeed. Your company backed by a list of Multinationals and Indian Corporate Giants and remarkable processing talents was able to face those challenges by bolstering talent and cost effective plans across the company.

Your Directors have to state that during the year ended March 31, 2010 your Company has not been able to maintain its growth history. The World Economic Crisis and the slump in the global market had put the Industry in a very bad situation. Your directors have to further state that in spite of the slump in global market, the Indian scenario was a shade better. In these difficult times your Company managed to float and avert the crisis to the best ability of your Directors. Our main customers are related to the Automobile and Electrical Industry. Both these sectors were in the red since the global and the domestic market was low. There was panic in the Industry too. The company managed to control the overheads to offset the lower revenue, increase in prices of electricity & labour costs.

FUTURE GROWTH OPPORTUNITIES - DIVERSIFICATION

The current business scenario of Toll Compounding of Engineering Polymers is still quite good; however the returns are disproportionate. We are one of the oldest Companies in the field of Engineering Polymers. Our Processing facilities and capabilities are state-of-the-art; so as to produce Quality material.

Thus as a business decision, we have identified 2 lines of activity.

Engineering Polymers Mosquito Bed Nets – ITNs & Untreated

You will be happy to note that on a detailed analysis, all the relevant factors are in our favour thus justifying our decision.

With this proposed line of business activity, your Directors are hopeful and optimistic of generating additional revenues at a higher rate than the existing line of activity. Moreover, the demand for this product will never be in slump due to the sheer size of the Market. Moreover, the domestic Market itself is quite large.

The existing expanded scale of our operations, future developments, low overheads, and qualities of products matching with International Standards are our inherent strengths. This in turn continues to give us unparalleled platform to be more competitive. We are focused to deliver superior values to customers, ensuring International qualities for all the products and services.

PART II

CORPORATE GOVERNANCE

Your Company has maintained highest standards of Corporate Governance since its inception, even before any guidelines were mandated. Your Company believes that good corporate governance practices enable the management to direct and control the affairs of the Company in an efficient manner and to achieve the goal of achieving excellence aimed at maximising value for all shareholders and understands the right to information of its shareholders with respect to the performance of the Company. Company will continue to focus its resources, strengths and strategies to achieve its vision of widening its customer base, while upholding the core values of transparencies, integrity, honesty and accountability, which are fundamentals.

Your Board has implemented the necessary actions as per the Report annexed herewith (Annexure I). The Auditors have examined the Compliance and have certified the same as required by Clauses of the Listing Agreement. The Certificate is also annexed herewith (Annexure II)

Management Discussion and Analysis Report covering a wide range of issues relating to outlook, performance & prospects is annexed herewith (Annexure III).

SECRETARIAL AUDIT

As directed by SEBI, Secretarial Audit is being carried out at the specified periodicity by the Statutory Auditors. The findings of the Audit were entirely satisfactory.

ISO CERTIFICATION

Company has obtained the ISO 9001-2008 Certification.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies act, 1956, it is hereby confirmed that:

In the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures.

The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit for the year under review.

The Directors have taken sufficient and proper 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.

The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Shah & Bhandari, Chartered Accountants, Baroda, the present Auditors retire at the conclusion of the ensuing Annual General Meeting. Being eligible, they have offered themselves for reappointment.

AUDITORS’ REPORT

With reference to the Auditors’ Report, the Notes to the Account are self explanatory and therefore do not call for any further comments under section 217 (3) of the Companies Act, 1956.

DIRECTORS

Reappointment

. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B.B.Patel retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. Your Directors recommend his reappointment

. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A.G.Thakore retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. Your Directors recommend his reappointment

FIXED DEPOSITS

The company did not invite / accept / renew any fixed deposits during the year under review.

DIVIDEND

Your Directors do not recommend any Dividend in the current year in view of brought forward losses.

INSURANCE

All the Assets of the Company are adequately insured against Fire, Floods, Riots and natural calamities. The sum insured are adequate as per the current norms.

TAXATION

Pursuant to the provisions of Sec. 43B of the Income Tax Act, 1961 the Company is required to provide for Deferred Tax Liability. As per the revised provisions of Sec. 43B, the deferred tax liability for the year has reduced and the same is adjusted in the Profit & Loss Account.

COMPLIANCES

The Company is generally regular in making all Statutory Compliances.

INVESTOR RELATIONS

All Investor complains received during the year have been suitably disposed off. There were no Investor grievances pending as at date.

PARTICULARS OF EMPLOYEES

The Industrial relations in the Plant and Office continues to be cordial, harmonious and peaceful.

Your directors like to place on record their appreciation of contribution made by the employees at all levels, their steadfastness, solidarity, co-operation and support have made it possible for the company to grow. Employees continue to remain our major asset, in our continuing endeavour in the pursuit for excellence.

Information required under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of employees) Rules 1975, has not been given as the same is not applicable.

FOREIGN EXCHANGE EARNING

The Company has not earned any Income on Revenue or Capital Account during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

During the year, your Directors have focused their approach on the efficiency in Consumption of Power.

The particulars prescribed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are as under:



Power&Fuel Consumption - Electricity 2009-2010 2008-2009

Purchased Quantity units 697669 611336

Amount Rs. 4017053 3579270

Rate / unit Rs. 5.76 5.85

Production Quantity M.T. 1801.561 1786.031

Total Power Cost Rs. 4031048 3579720

Power Cost per Kg. of Production Rs. 2.24 2.00

The Power cost per kg of Production has increased from Rs. 2.00 to Rs. 2.24 due to increase in Basic Rate per unit of Power.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude & appreciation for the assistance and co-operation received from Bank of Baroda, Government Authorities, Business Associates, and Share Holders during the year under review.

Your directors wish to place on record the deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success. The Company believes that the Employees are its biggest assets.

For and on Behalf of the Board



Place: Mokshi B.K.BODHANWALA

Dated: 01.08.2010 CHAIRMAN