Directors Report of Baroda Extrusion Ltd.

Mar 31, 2024

Your directors have the pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements of Baroda Extrusion Limited ("the Company") and its subsidiaries for the financial year ended on 31.03.2024 with the mission:

(a) To safeguard health, safety and well-being of employees and of the communities around.

(b) To initiate effective measures towards minimum disruption of the operations and thus ensuring smooth business continuity and sustainable growth.

(c) As ever, adversities test every organization''s resilience and true strength - At Copper Products, we have been engaged in taking extensive measures to emerge more resilient, post the current crisis by enhancing in- house capabilities.

1. Overview of company''s performance:

During the year under review, India once again showcased its resolve and resilience to report healthy economic growth despite the gloom prevailing in the external world; Persistent inflation, political developments and the continuing impact of geopolitical. The government''s strong capex disbursals, recovery in auto industrial and agricultural equipment sales, and improving capacity utilisation at a macro level played an essential role in India''s economic progress. The economic Scenario during 2023-24 remained positive & variable.

We have seen a recovery in Copper business, (volume wise) during the second half of FY 22-23 as compared to FY 21-22, as first half had Covid disruptions.

As ever, the executive team at BEL strived to deliver their best in terms of their core strengths i.e. innovation and customer service, be it developing new designs or delivering the products at short notices.

In general, the Copper customer expectations in respect to product thermal efficiency, compact packaging of cooling modules, lower weight targets for saving fuel and increased product reliability, has taken us to newer vistas of business development and achievement.

Our R&D teams have been responding to these challenges through our bespoke engineering approach by continuously improving, testing and proving the efficiency of cooling elements. We have delivered to our customers optimized solutions by use of advanced software tools - which delivers best in class field performance. In EV sector, we have begun participation in product development and supply to selected customers in Cooling as well as in Copper Sealing segments and that includes expanding customer.

2. Financial Summary/Highlights:

The Company''s financial performances for the year under review along with previous year''s figures are given hereunder: (Rs. in Lacs)

Particulars	Year ended on 31-3-2024	Year ended on 31-3-2023
Net Sales & Other Income	12,780.41	13,058.51
Profit before Finance Cost and Depreciation	12,876.34	13,389.77
Less: Finance Costs	2.19	2.06
Less: Depreciation and Amortization expense	11.68	10.47
Profit from Ordinary Activities Before Tax Expenses	(109.80)	(343.79)
Less: Current Tax		(0.04)
Less: Deferred Tax Assets	-
Profit/Loss for the Period		(1.85)
	(109.80)	(341.90)
(i) Item that will not be reclassified to profit or loss
(i) Item that will be reclassified to profit or loss	(0.91)	3.75
Total Other Comprehensive Income	-	(0.94)
	(110.71)	(339.09)

For the financial year ended 31st March, 2024, your Company has reported standalone revenue from operations of Rs. 12,780.41 Lakhs and Net Loss of Rs. 110.71 Lakhs as compared to previous financial year 2022-23''s revenue from operations of Rs. 13,058.51 Lakhs and Net Loss of Rs. 339.09 Lakhs.

3. Dividend:

No Dividend was declared for the current financial year taking into consideration certain future expansion plans / or losses ?.

4. Transfer to Reserves:

Considering the losses, there is no amount to be transferred to reserve for the year under review.

5. Management Discussion and Analysis:

The Report on Management''s Discussion and Analysis as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") forms part of this report as per ANNEXURE "A".

6. Corporate Social Responsibility:

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the CSR Policy is not applicable to the company.

7. Conservation of Energy, Technology Absorption and Foreign exchange:

In accordance with the provisions of Section 134(3) (m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014, the relevant information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed as per ANNEXURE "B" to this Report.

8. Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Director''s Responsibility Statement the Company confirms that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) 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;

iv) The directors had prepared the annual accounts on a "going concern basis"; and

v) The directors of the company had tried to lay down internal financial controls to be followed by the company to achieve adequacy and effectiveness in such internal financial controls for the coming financial year.

. vi)The Directors had tried to devise proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Material changes and Commitments:

Your Directors are of the opinion that there are no material changes and commitments affecting financial position of the Company which have occurred between end of financial year of the Company and the date of this report.

10. Consolidated Financial Statements:

Pursuant to the applicable provisions of the Companies Act, 2013 read with the rules issued there under, Consolidated Financial Statements is not applicable to the Company.

11. Extract of Annual Return:

A copy of the Annual Return as required under section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company. The web-link as required under the act is as under https://www.barodaextrusion.com/ financial-result.

12. Directors and Key Managerial Personnel:

STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

12.1 Performance Evaluation:

Pursuant to the provisions of the Act and LODR, 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 requisite Committees.

The evaluation has been carried out with a well-structured questionnaires taking into consideration various aspects and roles of the Board and its Committees such as knowledge, skills, conduct, integrity, contribution in setting up and achieving goals etc. The Board of Directors expressed their satisfaction with the evaluation process.

12.2 Policy on Directors'' Nomination, Appointment and Remuneration:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy in relation to remuneration of Directors. The policy also laid down the criteria for selection and appointment of Directors, Senior Management and their remuneration. The detailed Remuneration Policy is stated in the Corporate Governance Report.

The details regarding the composition and Role of Nomination and Remuneration Committee are provided in the report on Corporate Governance and forms part of this report.

12.3 Disclosure of Remuneration paid to Directors:

The details of remuneration paid to the Directors is given in the Report on Corporate Governance.

12.4 Change in Directors/KMP:

In accordance with the provisions of the Act and rules made there under Mr. Parasmal Kanugo (DIN: 09151194) retires by rotation at the 33rd Annual General Meeting and being eligible offers himself for re-appointment.

13. Number of Meetings of the Board of Directors:

Total Four (4) meetings of the Board of Directors were held during the financial year under review. The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report, which forms part of this report.

14. Audit Committee:

The details regarding the Composition, power and role of Audit Committee are provided in Report on Corporate Governance and forms part of this report.

15. Vigil Mechanism / Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provides for direct access to the Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism / Whistle Blower Policy are available on Company''s website at -https: / / www.barodaextrusion.com/policies.

16. Risk Management Policy of the Company:

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks.

17. Corporate Governance:

Pursuant to LODR, the Report on Corporate Governance forms an integral part of this Report. The requisite certificate confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

18. Internal Financial Controls and Their Adequacy

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal. The internal control systems are supplemented by an extensive program of internal audits, review by management guidelines & procedures. However, the Statutory auditors of the Company have reserved their opinion on the Internal Financial Controls with reference to the Financial Statements considering missing components of internal controls as provided in the Guidance Note of ICAI. The management is set to improve and put in place the missing controls to ensure proper compliance.

Company''s control systems are time tested, documented and recognized under ISO Certification. On the financial side, periodic audits by Internal Auditors and External Auditors provide a means whereby identification of areas of improvement and corrective measures are taken whenever applicable.

19. Auditors:19.1 Statutory Auditors:

M/ s. Maloo Bhatt & Co., Vadodara (Firm Registration No. 129572W ), are proposed to be appointed as Statutory Auditors of the Company for a term of Five consecutive years from conclusion of the ensuing 33^rd Annual General Meeting to be held on 30^th September, 2024 till the conclusion of 38th Annual General Meeting. The Auditors have conveyed their confirmation about their eligibility to continue as Statutory Auditors of the Company.

-EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDIT OR AND PRACTICING COMPANY SECRETARY OR COST AUDITOR IN THEIR REPORTS

The current Statutory Auditors of the company have raised the following qualifications in their report.

1) Due to the various litigations and cross litigations between the Company and the Lender SICOM Ltd (SICOM''), the Company has not accounted for the interest liability, for the past many years and for the year ended March 31, 2024, on outstanding dues payable to SICOM. Further, as stated in the said Note, in view of the various demands raised by the Company and on the Company, the interest liability to be accounted for in the books of accounts is not ascertainable.

Management Response:

Basis the internal assessment with respect to ongoing litigation, there will be no interest liability on the outstanding balance of the lendor SICOM Limited and therefore the interest liability to be accounted for in the books of accounts is not ascertainable.

2) As stated in Note 5 of the Financial Statement, the Company has not de-recognized the Deferred Tax Assets (DTA) amounting to Rs. 512.43 Lakhs as appearing in its books of accounts as at March 31, 2024 for the reason stated in the said note. Considering the losses incurred by the Company and since the net worth of the Company is eroded, there is no reasonable certainty that there will future taxable profit, such continuation of recognition of DTA has led to departure in terms of the requirements of Ind AS 12 ''Income Taxes''. Had the Company de-recognized the DTA as at March 31, 2024, loss for the year ended March 31, 2024 would have been higher by Rs. 512.43 Lakhs?

Management Response:

The Company is carrying deferred tax asset aggregating to Rs. 512.43 lakhs. Management Is reasonably certain that the Compdily will earn sufficient taxable profit in future to utilise the Deferred Tax Asset. In view of the various demands raised by the Company on the lender and on the Company by the lenders for many years along evidentiary proof of continuous failer of the auction

intiated by the lelder to sale the mortgaged properties to recover the dues, the company is confident that the amount claimed by the lender of Rs 130.37 Crores as an outstanding will be significantly low vis a vis their unsupported claim. The Management believes that outcome of the pending litigations with the lender will be in the favour of the Company. The Company has prepared business projections for next 3 years taking into consideration the global demand of the

Copper market, certain strategic changes implemented by the management to resolve key issues like capacity utilization, find1ng high margin buyers etc. Basis on such business projections, as aforesaid, the Company is expected to reverse losses and report profits in future years. Once litigation concludes, the Company has the ability to generate sufficient profit which will enable the Company to utilize deferred tax easily. Accordingly, no adjustment is currently considered necessary by the management to the amount of deferred tax recognized in the books of accounts.

3) The Company has not provided for any interest liability, for the past many years and for the quarter and year ended March 31, 2024, on outstanding dues payable to SICOM Ltd. The Company has filed litigation against the SICOM Limited. Pending outcome of litigation, the interest liability to be accounted for in the books of account is not ascertainable.

Management Response:

Basis the internal assessment with respect to ongoing litigation and hopeful to the Settlement with the new assignee of the debts as aforesaid, there will be no further interest liability on the outstanding balance of the lender SICOM Limited and therefore the interest liability to be accounted for in the books of accounts is not ascertainable.

There were no other qualifications, reservations or adverse remarks made either by the Practicing Company Secretary or Cost Auditor in the irrespective reports for financial year ending March 31, 2024.

19.2 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,The Company has appointed M/ s. Swati Bhatt & Co., Practising Company Secretaries (C P No. 8004) as the Secretarial Auditors for the financial year 2023-24.There is no qualification or adverse remark in their report. The Report of the Secretarial Auditor is annexed herewith as ANNEXURE "D''''.

19.3 Internal Auditors:

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s Surti & Talati, Chartered Accountants (ICAI Firm Registration no. 114924W), as internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2024-25.

19.4 Cost Auditor:

M/ s. Divyesh Vagadiya & Associates, Cost Accountants (Firm Registration No.102628) have been appointed to conduct Cost Audit of the Company for the year ending 31 March, 2025. The Company has made and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

20. Particulars Regarding Employees Remuneration:

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as "ANNEXURE " C" to the Director''s Report. The information in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure 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. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21. Particulars of Contracts or arrangements made with Related Parties:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All other Related Party Transactions are placed before the Audit Committee and also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Company''s website https: / / www.barodaextrusion.com.

22. Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013:

During the year under review, the company has not provided loans, Guarantees or investments in compliance with the provision of section 186 of the Companies Act, 2013.

23. Instances of Fraud, if any, reported by the Auditors:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 and rules thereunder either to the company or the Central Government.

24. Share Capital:

As on 31st March, 2024, the paid up equity share capital of your Company was Rs. 14.90 crores. During the year under review, there was no change in the share capital of the company. The Company has not issued or allotted any shares.

25. Change in Capital Structure:

During the year under review, the Company has not issued any Equity Share with differential rights, Employees Stock Options and Sweat Equity Share. Hence, details as per applicable rules of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

26. Deposit:

The Company has neither accepted nor renewed any deposits during the year under review.

27. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work Place:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2023-24. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

- No. of Complaints Received - Nil

- No. of Complaints Disposed off - Nil

28. Insurance:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks, have been adequately insured.

29. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

30. Familiarization Programmes:

The Company has adopted a familiarization policy for independent directors. The policy as well as the details with regard to no. of hours and details of imparting the training to the independent directors of the Company are available on the Company''s website www.barodaextrusion.com.

31. Insider Trading Policy:

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https: / /www.barodaextrusion.com/Policy. During the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

32. Code of Conduct:

TheBoardofDirectorshaslaiddownaCodeofConductapplicabletotheBoardofDirectorsandSeniormanag ement which is available on Company''s website at link https://www.barodaextrusion.com/investors/policies. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

33. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on website of the Company at link -

https://www.barodaextrusion.com/ investors/policies/NOMINATION%20AND%20REMUNERA TION%20COMMITTEE.pdf.

34. Human Resources:

Many initiatives have been taken to support business through organizational efficiency and various employee engagement programmes which have helped the Organization to achieve higher productivity levels.

Significant efforts have also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company''s HR processes such as hiring, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process and market aligned policies have been seen as benchmark practices in the Industry.

35. Compliance with all Secretarial Standards:

The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS- 1) and General Meetings (SS-2) and other applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government from time to time.

36. Proceedings Pending under the Insolvency and Bankruptcy Code:

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year.

37. Listing:

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2024-25 has been paid to the Stock Exchange.

38. Disclosure in respect of Cost Records:

The Company has maintained the cost accounts and records respectively, as required under provisions of the Companies Act, 2013.

39. Acknowledgement:

Your Directors wish to convey their gratitude and place on record their deep appreciation for the co-operation and continued support received by the Company from Government, Customers, Shareholders, Vendors, Bankers and all other Stake Holders, as well as Employees at all levels during the year.

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Mar 31, 2023

Your Directors have pleasure in presenting their32^ndAnnual Report of your Company together with the Audited Statement of Accounts for the financial year ended, 31st March, 2023.

1. FINANCIALRESULTS (Rs. In Lacs)

The Company’s financial performances for the year under review along with previous year’s figures aregiven hereunder:

Particulars	Year ended on 31-3-2023	Year ended on 31-3-2022
Net Sales & Other Income	13,058.51	10,814.32
Profit before Finance Cost and Depreciation	13,389.77	10,662.24
Less: Finance Costs	2.06	2.66
Less: Depreciation and Amortization expense	10.47	9.88
Profit from Ordinary Activities Before Tax	(343.79)	139.54
Expenses
Less: Current Tax	(0.04)	(13.62)
Less: Deferred Tax Assets	(1.85)	15.61
Profit for the Period	(341.90)	137.55
(i) Item that will not be reclassified to profit or loss	3.75	(1.26)
(i) Item that will be reclassified to profit or loss	(0.94)	0.32
Total Other Comprehensive Income	(339.09)	136.61
Earning per equity share: (FV Rs. 1/- each)
Basic	-0.23	0.09
Diluted	-0.23	0.09

2. REVIEW OF BUSINESS OPERATION

During the year, the company earnedthe total income for the financial year 2022-23stood Rs.13,058.51 lakhs, while net profit /(loss) after tax reported at (341.90) lakhs.

During the year, your Company has started new line of business activity through setting up a Trading Division after noticing the potential business opportunities in the market with available set up, business expertiseand customer relationship.

3. DIVIDEND

No Dividend was declared for the current financial year taking into consideration certain future expansion plans.

4. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of the Annual Report, attached herewith as “ ANNEXURE-A”.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which there report relates and the date of the report.

6. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Companies Act, 2013 read with the rules issued there under, Consolidated Financial Statements is not applicable to the Company.

7. TRANSFER TO RESERVES

The Company does not propose to transfer any sum to the General Reserve of the Company.

8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are applicable to the company and annexed as ’ANNEXURE - B’’.

9. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the CSR Policy is not applicable to the company.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 and rules made there under, the Annual Return of the Company as on March 31, 2023 in Form MGT-7 is available on the Company’s website at www.barodaextrusion.com

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Parasmal Kanugo, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. The Certificate issued by the practicing Company Secretary relating to non-disqualification of Directors is also attached herewith as “ANNEXURE C”. As required by law, this position is also reflected in the Auditors’ Report. The composition of the Board, meetings of the Board held during the year and the attendance of the Directors there at have been mentioned in the Report on Corporate Governance in the Annual Report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

12. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The scope of Internal Audits well defined in the organization. The Internal Audit report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATIONOF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks.

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

During the year under review, the company has not provided loans, Guarantees or investments in compliance with the provision of section 186 of the Companies Act, 2013.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All other Related Party Transactions are placed before the Audit Committee and also the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions is uploaded on the Company’s website https://www.barodaextrusion.com.

16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDIT OR AND PRACTICING COMPANY SECRETARY OR COST AUDITOR IN THEIR REPORTS

The Statutory Auditors of the company have raised the following qualifications in their report.

1) Due to the various litigations and cross litigations between the Company and the Lender-SICOM Ltd (‘SICOM’), the Company has not accounted for the interest liability, for the past many years and for the year ended March 31, 2023, on outstanding dues payable to SICOM. Further, as stated in the said Note, in view of the various demands raised by the Company and on the Company, the interest liability to be accounted for in the books of accounts is not ascertainable.

Management Response:

Basis the internal assessment with respect to ongoing litigation, there will be no interest liability on the outstanding balance of the lendor SICOM Limited and therefore the interest liability to be accounted for in the books of accounts is not ascertainable.

2) As stated in Note 5 of the Financial Statement, the Company has not de-recognized the Deferred Tax Assets (DTA) amounting to Rs. 512.43 Lakhs as appearing in its books of accounts as at March 31, 2023 for the reason stated in the said note. Considering the losses incurred by the Company and since the net worth of the Company is eroded, there is no reasonable certainty that there will future taxable profit, such continuation of recognition of DTA has led to departure in terms of the requirements of Ind AS 12 ‘Income Taxes’. Had the Company de-recognised the DTA as at March 31, 2023, loss for the year ended March 31, 2023 would have been higher by Rs. 512.43 Lakhs.

Management Response:

The Company is carrying deferred tax asset aggregating to Rs. 512.43 lakhs. Management reasonably certain that the Company will earn sufficient taxable profit in future to utilised the Deferred Tax Asset. The Company has prepared business projections for the next 3 years taking into consideration certain strategic changes implemented by the management resolve key issues like capacity utilisation, finding high margin buyers etc. Basis on such business projections, as aforesaid, the Company is expected to reverse tosses and report profits in future years. Further, The Management believes that outcome of the pending litigations with the lender will be in the favour of the Company. Once litigation concludes, the Company has the ability to generate sufficient profit which will enable the Company to utilised deferred tax easily. Accordingly, no adjustment is currently considered necessary by the management to the amount of deferred tax recognized in the books of accounts.

3) The Auditors in their report on Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 have qualified and mentioned that according to them the Company has not established its internal financial controls with reference to financial statements on criteria based on or considering the essential components of internal control stated in the Guidance Note issued by ICAI.

Management Response:

Your company has tried and complied to obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

There were no other qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary or Cost Auditor in the irrespective reports for financial year ending March 31, 2023.

17. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations. The policy defines the criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and senior management positions. The relevant information has been disclosed in the Corporate Governance report which forms part of this report.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as amended from time to time.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Total Five(5) meetings of the Board of Directors were held during the financial year under review. The details of the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report, which forms part of this report.

Sr.No.	Name of the Director	No. of Board Meetings attended(Total5held)
1.	Mr. Parasmal Kanugo	5/5
2.	Ms. Rina Patel	5/5
3.	Mr. Rikesh Shah	5/5
4.	Mr. Yadunandan Patel	5/5

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Director’s Responsibility Statement the Company confirms that:

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

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

3. 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;

. The directors had prepared the annual accounts on a “going concern basis”; and 5. The directors of the company had tried to lay down internal financial controls to be followed by the company to achieve adequacy and effectiveness in such internal financial controls for the coming financial year.

. The Directors had tried to devise proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DECLARATION BY INDEPENDENT DIRECTOR(S):

All the Independent Directors have submitted their declaration to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Board hereby confirms that all the Independent directors have registered themselves with Independent Directors Database. All Independent Director has cleared Proficiency test within statutory time period.

21. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review.

22. FAMILIARIZATION PROGRAMMES

The Company has adopted a familiarization policy for independent directors. The policy as well as the details with regard to no. of hours and details of imparting the training to the independent directors of the Company are available on the Company’s website www.barodaextrusion.com.

23. BOARD EVALUATION

Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

24. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Parasmal Kanugo, Managing Director of the Company, Mr. Alpesh Kanugo, Chief Financial Officer and Ms. Vaishali Sharma, Company Secretary are the Key Managerial Personnel of the Company. During the year under review, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

25. PARTICULARS REGARDING EMPLOYEES REMUNERATION

Disclosure pertaining to the remuneration and details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as “ANNEXURE - D” to the Director’s Report. The information in respect of employees of the company required pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and other entitled thereto, excluding the aforesaid Annexure 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. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. AUDITORS AND THEIR REPORT

a) Statutory Auditors

M/s. Maloo Bhatt & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of the 29th Annual General Meeting (“AGM”) held on 30th September, 2020 till the conclusion of the 33rd AGM. In view of the business integration of M/s. Maloo Bhatt & Co. with M/s. Haribhakti & Co. LLP (Chartered Accountants (Firm Registration Number: 103523W/W100048), M/s. Maloo Bhatt and Co. had tendered their resignation w.e.f. 11th October, 2022 (after close of business hours).

In accordance with the provisions of Section 139(8) of the Companies Act 2013 read with the Companies (Audit & Auditors) Rules, 2014 in order to fill the casual vacancy caused pursuant to resignation of the existing Statutory Auditors, based on the recommendation of the Audit Committee, the Board of Directors of the Company vide circular resolution passed on 11th October, 2022appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration Number: 103523W/W100048), as Statutory Auditors of the Company, to hold the office until the conclusion of the 32^nd Annual General Meeting of the Company and the same was approved by the members in their Extra Ordinary General Meeting held on 22^nd December 2022.

Pursuant to provision of Section 139 of the Companies Act 2013, the Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration Number: 103523W/W100048), as Statutory Auditors of the Company to hold the office from the conclusion of this 32^nd Annual General Meeting until the Conclusion of 33^rd Annual General Meeting of the Company for Financial Year 2023-24 under casual vacancy. The Audit Committee and the Board in their meeting held on 11^th October, 2022 respectively have approved the appointment of M/s. Haribhakti & Co. LLP as the Statutory Auditors of the Company for the financial year 2023-24, on such remuneration and terms and conditions as set out in the explanatory statement to this Notice. M/s. Haribhakti & Co. LLP, Chartered Accountants, have given their consent confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The qualifications /adverse remarks by the Statutory Auditors are mentioned in clause 16 of this report. The Auditor’s report is enclosed with the financial statements in this Annual Report.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,The Company has appointed M/s. Swati Bhatt & Co., Practising Company Secretaries (C P No. 8004) as the Secretarial Auditors for the financial year 2022-23.There is no qualification or adverse remark in their report. The Report of the Secretarial Auditor is annexed herewith as ‘’ANNEXURE-E’’.

c) Internal Auditors

Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has appointed M/s Surti & Talati, Chartered Accountants (ICAI Firm Registration no. 114924W), as internal auditors of the Company, to undertake the Internal Audit of the Company from FY 2023-24.

d) Cost Auditor

M/s. Divyesh Vagadiya & Associates, Cost Accountants (Firm Registration No.102628) have been appointed to conduct Cost Audit of the Company for the year ending 31 March, 2024. The Company has made and maintained the cost records as specified by the Central Government under Section 148(1) of the Act.

27. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTEIS:

All related party transactions that were entered into during the financial year 2022-23 were on an arm’s length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. All Related Party Transactions with related parties were reviewed and approved by the Audit Committee and the Board. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company’s website - www.barodaextrusion.com.

Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure of Related Party Transactions, in the format specified in the accounting standards for the half year ended 30th September,2022 and 31st March, 2023 has been uploaded on the Exchange and the website of the company.

The related party transactions, wherever necessary are carried out by company as per this policy. During the year the policy has not been changed.

28. COMMITTEES OF THE BOARD

The Board of Directors has constituted following Committees:

1. Stakeholders Relationship Committee

2. Nomination and Remuneration Committee

3. Audit Committee

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given in the Corporate Governance Report annexed hereto forming part of this Report.

29. RISK MANAGEMENT

The Company has a risk management policy which from time to time is reviewed by the Audit Committee of the Board as well as by the Board of Directors. The policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The policy is designed to provide the categorization of this into threats and its cause, impact, treatment and control measures. As part of the risk management policy, the relevant parameters for manufacturing sites are analyzed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines define by the company. The company fulfils its legal requirement concerning ambition, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has in place an Audit Committee in terms of requirements of the applicable provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee, terms of reference and meetings held are provided in the Corporate Governance Report which forms part of this Report.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

During the year under review, Audit committee and Board has reviewed and updated Whistle Blower Policy of the Company. The Company has disclosed information about establishment of the Whistleblower Policy on its website - www.barodaextrusion.com.

31. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

32. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with the Nomination& Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Boardof the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2022-23 in accordance with the framework. The details of evaluation process of the Board, its Committees and of individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

33.SHARES CAPITAL AND DEBT STRUCTURE

a. Share Capital

During the year under review the Total Authorized Share Capital is Rs.15, 00, 00,000/- (Rupees Fifteen Crore Only) and paid-up, issued and subscribed share capital of the company is Rs. 14, 90, 49,000/- (Rupees Fourteen Crore Ninety Lakhs Forty Nine Thousand Only).

b. Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

c. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

d. Bonus Shares

No Bonus Shares were issued during the year under review.

e. Employees Stock Option Plan

During the previous year, the Company has not issued Stock Option to the employees.

34. INSURANCE

All the properties and assets of the Company are adequately insured.

35. CORPORATE GOVERNANCE

Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments there under, a separate section forming part of this report and titled as “Corporate Governance” is attached herewith as “ ANNEXURE-F”.

36. INSIDER TRADING POLICY

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your Directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https://www.barodaextrusion.com/PolicyDuring the previous year, the insider trading policy was revised, reviewed and adopted by Audit Committee and Board as well.

37. CODEOFCONDUCT

TheBoardofDirectorshaslaiddownaCodeofConductapplicabletotheBoardofDirectorsandSeniorman agement which is available on Company’s website at link https://www.barodaextrusion.com/investors/policies/Code%20of%20conduct%20for%20Mana gement.pdfAll Board members and senior management personnel have affirmed compliance with the Code of Conduct.

38. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on website of the Company at link -

https://www.barodaextrusion.com/investors/policies/NOMINATION%20AND%20REMUNERATI ON%20COMMITTEE.pdf.

39. COMPLIANCE WITH ALL SECRETARIAL STANDARDS

The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) and other applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government from time to time.

40. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2022-23. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

41. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

There are no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year.

42. LISTING

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2023-24 has been paid to the Stock Exchange.

43. ACKNOWLEDGEMENT BY THE BOARD

We thank our customers, vendors, dealers, investors, business partners and bankers and Government Authorities for their continued support during the year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of Board of Directors

Parasmal Kanugo

Date: 14^thAugust, 2023 Chairman& Managing Director

Place: Vadodara DIN: 00920021

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Director's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Amount in Rs.)

Particulars Year ended Year ended on on 31-3-2015 31-3-2014

Revenue from Operations & Other Income 23,94,16,443 48,26,57,411

Less: Total Expenditure 25,91,48,975 54,58,76,614

OPERATING PROFIT (1,97,32,532) (6,32,19,203)

Less: Finance Costs 35,139 1,29,830

GROSS PROFIT/LOSS FOR THE YEAR (1,96,97,393) (6,30,89,373)

Less: Depreciation and Amortization expense 15,66,594 14,83,767



PROFIT/LOSS FOR THE YEAR (1,81,30,799) (6,16,05,606)

Less: Provision for Taxation 0 0

Less: Deferred Tax Liability 59,484 (3,77,785)

Less: Tax Adjustment of Previous Year 53,53,715 0

PROFT AFTER TAX (2,35,43,998) (6,12,27,821)

STATE OF COMPANY'S AFFAIRS

During the year under review, the total income of the Company was Rs. 23,94,16,443 against Rs. 48,26,57,411 in the previous year. The Company has occurred a loss after tax of Rs. 2,35,43,998 compared to Rs. 6,12,27,821 in the previous year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors' Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2015, the Company has not transferred any amount to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2015.

MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal and information.

DIRECTORS

Mr. Parasmal Kanugo has appointed as Managing Director on remuneration as decided in 24th Annual General Meeting held on 30th August, 2015 for term of three years with effect from 1st August 2015 till 31st August, 2018

As per Section 152 of the Companies Act, 2013, Mr. Parasmal Kanugo Director of the Company, retire by rotation at the ensuing Annual General meeting and offers himself for re-appointment.

Mr. Parasmal Kanugo is also director of M/s. Challenger Systems (India) Private Limited & M/s. Giri Prime Housing and Properties Private Limited.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2014-15

No. of Directors SN Date of Meeting Board Strength Present

1 30-05-2014 3 3

2 14-08-2014 3 3

3 12-11-2014 3 2

4 14-02-2015 3 3

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

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

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

AUDITORS' REPORT

1) Independent Auditors Report

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

2) Secretarial Audit Report

Pursuant to provision of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. K H RAO & Co., Practicing Company Secretaries to Conduct Secretarial Audit of your Company.

Secretarial Auditor's observation and Management's explanation to the Auditor's observation - The Director refers to the Auditor's observation in the Secretarial Audit Report and as required under Section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to this report.

COMMITTEES OF THE BOARD

During the year, in accordance with provisions of Companies Act, 2013, the Board of Directors of the Company has constituted/re constituted following 3 committees:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process. The Audit Committee Comprises of 3 Directors. The Chairman of the Audit Committee is a Non-executive and Independent Director. The Composition of the Audit Committee is as under:

The Company's Nomination and Remuneration Committee comprises of two Non-executive Directors and one Managing Director. The table sets out the composition of the Committee:

Position held in Category of Name of the Director the Committee the Director

Mr. Kesarichand Shah Chairperson Independent Director

Ms. Rina G. Patel Member Independent Director

Mr. Parasmal Kanugo Member Managing Director

2) Nomination & Remuneration Committee

The Company has re-constituted Nomination & Remuneration Committee and presently the Remuneration committee comprises of 3 (Three) Directors.

Position held in Category of Name of the Director the Committee the Director

Mr. Kesarichand Shah Chairperson Independent Director

Ms. Rina G. Patel Member Independent Director

Mr. Parasmal Kanugo Member Managing Director

3) Stakeholder Relationship Committee

The Board of Directors of the Company has renamed its 'shareholders'/Investors Grievance Committee' as Stakeholder Relationship Committee consisting of three members chaired by non executive Director. The Committee, inter-alia, deals with various matters relating to:

Position held in Category of Name of the Director the Committee the Director

Mr. Kesarichand Shah Member Independent Director

Ms. Rina G. Patel Chairperson Independent Director

Mr. Parasmal Kanugo Member Managing Director

LOANS, GUARANTEES AND INVESTMENTS

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015:

SN Date of Particular/Purpose/ Amountof Transaction Nature of Transaction Transaction

Company has not entered into any transaction covered under Section 186 of Companies Act, 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2015 for your kind perusal and information. The Company has not entered into any new contract or agreement under section 188 of Companies Act, 2013. In financial year 2014-15 and hence the provisions of Section 134(3)(h) is not attracted and has not prepared FORM No. AOC-2.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

KEY MANAGERIAL PERSONNEL

During the year under review, following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Parasmal Kanugo - Managing Director

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2015 are mentioned in the Extract of the Annual Return which is attached to the Directors' Report.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- IV

REPORT ON CORPORATE GOVERNANCE

In compliance with the provision of Clause 49 of the Listing Agreement, a separate report on Corporate Governance is annexed herewith as ANNEXURE: - V to this report. And Certificate from Managing Director/CEO issued in accordance with the provisions of Clause 49 of the Listing Agreement is annexed herewith as ANNEXURE: - VI

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN NAME AND ADDRESS CIN/GLN HOLDING/ % OF SHARES OF THE COMPANY SUBSIDIARY HELD ASSOCIATE

1. NIL

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.barodaextrusion.com

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of Board of Directors of M/s BARODA EXTRUSION LIMITED

Date: - 30-05-2015 SD/- Place: - Vadodara Parasmal Kanugo Managing Director DIN: 00920021

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Mar 31, 2013

The Directors take pleasure in presenting their Twenty Second Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended st 31 March 2013:

FINANCIAL RESULTS :

(Rs. in Lacs) Year ended on Year ended on 31-03-2013 31-03-2012

Total Income 5489.05 14520.51

Operating Expenses before Depreciation & Financial 61734.07 14316.70

Charges

Profit / (Loss) before depreciation & finance Charges (698.27) 203.81

Less / add :

Finance Charges 641.30 463.90

Depreciation & Write Off 31.66 31.23

Operating Profit/ (Loss) for the year (1357.31) (291.32)

Less: Prior period Adjustments

Tax Expense

Deferred Tax Liability (3.90)

Profit/(Loss) for the year (1359.34) (287.42)

DIVIDEND:

In view of loss during the year under review, your Directors do not recommend any dividend for the year.

OPERATIONS:

During the year under review, the manufacturing sales has decreased drastically as compared to previous year 2011-12. The decline in sales is mainly attributed to overall economic slowdown in the country.

The company could not achieve the desired level of net margin due to heavy interest burden as well as underutilization of the existing manufacturing capacity. Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIRECTORS :

Mr. Parasmal Bhagraj Kanugo is retiring by rotation and seeking reappointment. The brief resume of Mr. Parasmal Bhagraj Kanugo has been enumerated in the Corporate Governance forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposit) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS'' REPORT:

With reference to qualification of auditors relating to maintenance of accounts under ''Going Concern Basis'' in spite of accumulation of loss exceeding the Capital, the Company will take necessary steps in this direction soon. With reference to dues of SICOM Ltd., the Company is under process of negotiation & after due advise necessary steps will be taken. The Company is hopeful for recovery of doubtful debts in near future and hence not made provisions for the same. The Company will take necessary steps for implementation of retirement benefits as per AS 15.

With reference to physically verification of fixed assets & inventory, your company states that it has started the process of implementing during current financial year. The company has implemented the system of internal control procedure commensurate with the size of the company in current financial year. The Company has appointed firm of cost auditors and cost accountants for ensuring compliance for maintenance of cost records.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as at give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period.

c) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable assets are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable timely financial assistance received from SICOM Ltd, Mumbai. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Registered Office: By order of the Board of Directors

Survey No. 65 – 66, For Baroda Extrusion Limited

Village Garadiya, Jarod – Samlaya Road, Taluka - Savli, Dist. – Vadodara. Sd/-

Date: May 30, 2013 Parasmal Kanugo

Chairman & Managing Director

---

Mar 31, 2012

To, The Members of BARODA EXTRUSION LIMITED

The Directors take pleasure in presenting their Twenty First Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended 31st March 2012:

FINANCIAL RESULTS :

(Rs. in Lacs)

Year ended on Year ended on 31-03-2012 31-03-2011

Total Income 14520.51 9059.82

Operating Expenses before Depreciation & 14316.70 8532.81 Financial Charges

Profit / (Loss) before depreciation & finance 203.81 527.01 Charges

Less / add :

Finance Charges 463.90 359.66

Depreciation & Write Off 31.23 27.84

Operating Profit/ (Loss) for the year (291.32) 139.51

Less: Prior period Adjustments - -

Tax Expense - 56.86

Deferred Tax Liability (3.90) 3.13

Profit/(Loss) for the year (287.42) 79.52

DIVIDEND:

In view of loss during the year under review, your Directors do not recommend any dividend for the year.

OPERATIONS:

During the year under review, the manufacturing sales has increased compared to the previous year 2010-11. The tremendous growth in sales is mainly attributed to overall economic development.

The company could not achieve the desired level of net margin due to heavy interest burden as well as well as low yield due to use of Machinery which is comparatively very old and underutilization of the existing manufacturing capacity. Your directors are concentrating their utmost attention to upgrade the existing machinery to achieve a steady growth in sales and job work activity in the coming years.

DIRECTORS :

Mr. Kesrichand Shah is retiring by rotation and seeking reappointment. The brief resume of Mr. Kesrichand Shah has been enumerated in the Corporate Governance forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposit) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS' REPORT:

With reference to qualification of auditors your company has not physically verified the fixed assets during the year under review. Your company states that it has started the process of implementing during current financial year. With reference to qualification of auditors your company has started implementing the system of physical verification of inventory at reasonable intervals in current financial year. The Company is hopeful to recover doubtful debts of Rs. 30347853/- and hence it has not made any provision thereof. The Company has also started implementing cost records as prescribed by Central Government Section 209(1) (d) of the Companies Act, 1956. The company has implemented the system of internal control procedure commensurate with the size of the company in current financial year. Further, repayment of debts of SICOM Ltd. is under negotiation process.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as at give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period.

c) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable assets are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable timely financial assistance. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

By order of the Board of Directors

For Baroda Extrusion Limited

Sd/-

Parasmal Kanugo

Chairman& Managing Director

Registered Office:

Survey No. 65 - 66,

Village Garadiya, Jarod - Samlaya Road,

Taluka - Savli, Dist. - Vadodara.

Date: 30/08/2012

---

Mar 31, 2010

The Directors take pleasure in presenting their Nineteenth Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended 31 March 2010:

FINANCIAL RESULTS :

(Rs. in Lacs)

Year ended on Year ended on

31-03-2010 31-03-2009

Total Income 6662.56 3649.02

Operating Expenses before Depreciation & 6313.60 3027.65

Financial Charges

Profit / (Loss) before depreciation & 348.96 621.37

finance Charges Less / add :

Finance Charges 205.79 58.72

Depreciation & Write Off 24.65 23.46

Operating Profit for the year 118.52 539.19

Less: Prior period Adjustments - -

Tax Expense 46.27 38.35

Fringe Benefit Tax / Deferred Tax Liability 4.54 0.59

Profit for the year 67.71 500.25

Balance of loss Brought Forward 558.52 1058.77

Balance of loss carried to Balance Sheet 490.81 558.52

DIVIDEND:

With a view to conserve resources for the future growth as well as accumulated losses of previous years, your Directors do not recommend any dividend for the year.

OPERATIONS:

During the year under review, the manufacturing sales has increased by almost 67% over the previous year 2008-09. The Company has also entered into trading activity during the year 2009-10 with a view to increase profitability of the Company.. The tremendous growth in sales is mainly attributed to overall economic development as well as timely help by SICOM Ltd. by way of sanction of required Sales Bills Factoring facility.

The company could not achieve the desired level of net margin due to heavy interest burden as well as underutilization of the existing manufacturing capacity. Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIRECTORS :

Mr. Chandrakant Khushaldas is retiring by rotation and seeking reappointment. The brief resume of Chandrakant Khushaldas has been enumerated in the Corporate Governance forming part of this report.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposite) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates. Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS REPORT:

Clause 1 (b) of Annexure to Auditors Report:

With reference to qualification of auditors your company has not physically verified the fixed assets during the year under review. Your company states that it has started the process of implementing the during current financial year,

Clause 2 (a) & (b) of Annexure to Auditors Report:

With reference to qualification of auditors your company has started implementing the system of of physical verification of inventory at reasonable intervals in current financial year.

Clause 4 of Annexure to Auditors Report:

With reference to qualification of auditors your company has implemented the system of internal control procedure commensurate with the size of the company in current financial year.

Clause 7 of Annexure to Auditors Report:

With reference to qualification of auditors your company has aviled the services of outside firm of Chartered Accountants for setting up the system of internal audit during the year 2009-10. The Directors of the Company has taken necessary steps during the current year for strengthening the commensurate with the size of the company.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that: a) in preparing the Annual Accounts, applicable Accounting Standards have

been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as at give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period.

c) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable assets are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable timely financial assistance SICOM Ltd, Mumbai. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

By Order of the Board of Directors

For Baroda Extrusions Ltd.,

sd/-

Parasmal Kanugo

Chairman & Managing Director

Registered Office:

Survey No. 65-66,

Village Garadiya, Jarod-Samalaya Road,

Taluka Savli, Dist: Vadodara.

Date: 01.09.2010

---

Mar 31, 2009

The Directors take pleasure in presenting their Eighteen Annual Report of the business and operations of the company together with the Audited Accounts for the financial year ended 31st March 2009:

FINANCIAL RESULTS : (Rs. in Lacs)

Year ended on Year ended on 31-03-2009 31-03-2008

Sales Revenue 3005.72 2338.02

Other income 643.30 3.88

Total Income 3649.02 2341.90

Operating Expenses before Depreciation & 3027.65 2218.58

Financial Charges

Profit / (Loss) before depreciation & 621.37 123.32 finance Charges

Less / add : Finance Charges 58.72 55.92

Depreciation & Write Off 23.46 23.17

Operating Profit for the year 539.19 44.23

Less: Prior period Adjustments

Tax Expense 38.35 -

Fringe Benefit Tax 0.59 0.73

Profit for the year 500.25 43.5

Balance of loss Brought Forward 1058.78 1102.28

Balance of loss carried to Balance Sheet 558.53 1058.78

DIVIDEND:

Your Directors would like to inform you that the Company has declared sick company and registered under BIFR procedure as on 03.07.1998. The Company shall not declare any dividend to tis equity share holders without the prior approval of BIFR/MA during the period of rehabilitation, hence the Company has not declared any dividend during the period uncier review.

OPERATIONS:

During the year under review, the sales revenue stood at Rs. 3005.72 lacs for the year as against Rs. 2338.02 lacs in the previous year. The increase in sales is mainly on account of availability of new low-cost and need-based finance and corresponding increase in orders due to effective marketing. The job work income has also increased over the previous year from Rs. 36.35 lacs to Rs. 39.94 lacs.

The company could not achieve the desired level of net margin due to heavy interest burden as well as underutilization of the existing manufacturing capacity. As all dues of the banks have settled as per the revival scheme, your directors are hopefuLof achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIRECTORS:

Mr. Kesrichand Shah is retiring by rotation and seeking reappointment. The brief resume of Kesrichand Shah has been enumerated in the Corporate Governance forming part of this report. Mr. Sanjeev Jain ceased as director on 20.01.2009. The Board takes on record his sincere contribution towards the growth of the Company.

FIXED DEPOSITS:

The company has not accepted any deposits as defined under Section 58-A of the Companies Act read with Companies (Acceptance of Deposite) Rules 1975 during the year under review, except unsecured loans from parties.

AUDITORS:

M/s. Parikh Shah Chotalia & Associates Chartered Accountants, Baroda the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (IB) 224 of the Companies Act, 1956. You are requested to appoint them and authorize your Directors to fix their remuneration.

AUDITORS REPORT:

With reference to qualification of auditors for non compliance of various provisions of laws and accounting policies mentioned in auditors report, your company states that it wat under BIFR and tide up with its procedures, resulting to non compliance of above mentioned provisions in time.

AUDIT COMMITTEE:

During the year the audit committee meetings were conducted as per the provisions of Listing Agreement with the Stock Exchanges. Details about the functioning of the committee, is enumerated in the Corporate Governance forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit/Joss of the Company for that period.

c) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annua! Accounts of the Company on a going Concern basis.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form a part of this Report.

PERSONNEL:

None of the employee is in receipt of remuneration in excess of the ceiling, as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 and hence the details are not mentioned.

MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The particulars of Conversation Energy, Technology Absorption and Foreign Exchange Earning and Outgo prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report. The company has not earned nor spends any amount of foreign exchange during the year.

INSURANCE:

All the Plant, Machineries, Buildings and Movable goods are adequately insured.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for valuable assistance and guidance given by the Bank of Baroda, Dena Bank and The South Indian Bank from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

By Order of the Board of Directors For Baroda Extrusions Ltd.,

sd/- Parasmal Kanugo Chairman & Managing Director Registered Office:

Survey No. 65-66, Village Garadiya, Jarod-Samalaya Road,Taluka Savli, Dist: Vadodara.

Date: 01-09-2009