Directors Report of CJ Gelatine Products Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 44^th Annual Report and Audited Financial Statements of your Company for the year ended March 31,
2024.

Financial Highlights (Rs. in Lakhs except EPS)

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue From Operation (Net)	4089.47	3680.38
Other Income	23.53	59.35
Total Revenue/ Income	4113.00	3739.73
Profit/ (Loss) before Exceptional & Extraordinary Items and tax	22.48	31.87
Exceptional Items	-279.29	--
Extraordinary Items	--	--
Prior Period Items	--	--
Profit/ (Loss) before tax	(256.81)	31.87
Current Tax Expenses for Current Year	8.64	10.52
Deferred Tax Assets / (Liability)	(70.74)	(1.59)
Profit / (Loss) After Tax	(194.71)	22.93
Other Comprehensive Income	0.99	--
Net Profit / (Loss)	(193.72)	22.93
Earning Per Shares (EPS)	(4.05)	0.48
Basic
Diluted	(4.05)	0.48

1. STATE OF COMPANY’S AFFAIRS:

During the financial year under review, the total Income (including other income) of the Company was Rs. 4113.00/- Lakh against Rs. 3739.73/-
Lakhs in the previous year. The Company has earned a Net Profit / (Loss) of Rs. (193.72)/- Lakhs as compared to Net Profit (After Tax) of Rs.
22.93/- Lakhs in the previous year. The declined in net profit is majorly due to exceptional item which represent employee retirement benefits
recognized based on actuary reports.

Your directors are continuously looking for avenues for future growth of the Company.

2. DIVIDEND:

Your directors do not recommend any dividend for the financial year ended March 31, 2024.

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

For the financial year ended March 31, 2024, the Company has transferred Rs. (193.72)/- Lakhs Deficit Balance in Statement of Profit and Loss
under Reserves and Surplus head.

4. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARDS’ REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the financial year to which these financial
statements relate and on the date of this report.

5. CHANGE IN THE NATURE OF BUSINESS:

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

6. WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN U/S 92(3) HAS BEEN PLACED:

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the copy of
Annual Return under section 92(3) is hosted on the Company’s website viz. www.cjgelatineproducts.com

7. MEETINGS OF THE BOARD OF DIRECTORS:

During the year ended March 31,2024, Five (05) Board Meetings were held on 27/05/2023, 12/08/2023, 11/11/2023, 14/02/2024 and 30/03/2024.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

As on March 31,2024, the Company does not have any Subsidiary / Joint Venture / Associate Companies.

Further no Company has become or ceased to be Subsidiaries, Joint Ventures or Associate Company, during the financial year under review.

9. PERFORMANCE OF SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES: Not applicable

10. DIRECTORS:

(A) Changes in Directors, Key Managerial Personnel and Senior Management:

During the financial year under review and upto the date of this report, following changes have occurred in the Constitution / Composition:

? Mr. Satish Chander Mathur (DIN 02847887), Mr. Harish Pande (DIN 01575625) and Mr. Rajesh Kantilal Divetia (DIN 10253214) were
appointed as Independent Directors of the Company at the 43rd Annual General Meeting of the Company held on September 23, 2023 and
they hold their office with effect from conclusion of 43^rd Annual General Meeting.

? Mr. Vikas Gupta (DIN: 03603519), Mr. Sandeep Singh (DIN: 03603531) and Mr. Amarjot Singh (DIN: 07115513), Independent Directors
of the Company were vacated their office on completion of tenure as Independent Directors of the Company on closure of the business
hours of March 31, 2024.

? Mr. Mayank Lashkari (M. No.: A34448) had resigned from the office of Company Secretary and Compliance Officer of the Company
with effect from the closure of the business hours of April 8, 2024 due to personal reason.

? Mr. Harman Singh (DIN 01406962 and ACS M. No.: A25877) had resigned from the office of Chief Financial Officer of the Company
with effect from the closure of the business hours of April 8, 2024 and appointed as Company Secretary and Compliance Office of the
Company with effect from April 9, 2024. Further, he will continue to act as Director of the Company.

? Mr. Munna Lal Sharma has been appointed as a Chief Financial Officer of the Company with effect from April 9, 2024.

? There is no change in senior management.

Further, at the 41st Annual General Meeting of the Company duly held on September 25, 2021, Mr. Harman Singh (DIN 01406962) was appointed
as an Executive Director of the Company with effect from September 25, 2021 for a period of 3 years and Mr. Jaspal Singh (DIN 01406945) was
re-appointed as Chairman and Managing Director of the Company with effect from February 17, 2022 for a period of 3 years. The term of both
the officials is being completed during the Financial Year 2024-2025.

Hence, pursuant to provisions of the Companies Act, 2013 and Rules made thereunder and pursuant to various Regulations of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company requires approval of Shareholders
for appointment / re-appointment of a person on the Board of Directors within three months from the date of such appointment / re-appointment.
Hence, based on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company proposes the re¬
appointment of Mr. Harman Singh (DIN 01406962) as an Executive Director of the Company and Mr. Jaspal Singh (DIN 01406945) as Chairman
and Managing Director of the Company for a term of 3 (three) consecutive years with effect from date of 44 ^th Annual General Meeting.

Also, Mrs. Jasneet Kaur (DIN: 06995139), Woman Director of the Company, is being retired by rotation at the 44^th Annual General Meeting and
being eligible offer herself for reappointment.

The Board of Directors recommends the aforesaid appointment / re-appointment.

The necessary details / disclosure of the proposed appointments/reappointment is part of Notice of the 44^th Annual General meeting read with
Explanatory Statement enclosed with the said Notice.

(B) Declaration by Independent Directors:

All the Independent Directors have submitted to the company, declarations to the effect that they meet the criteria of Independence as
specified/provided in Section 149 of the Companies Act, 2013 and Regulation 16 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of the Regulation 25(8) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015; they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

A separate meeting of Independent Directors of the Company was conducted on February 14, 2024 in terms of provisions of Schedule IV of the
Companies Act, 2013. All the independent directors of the Company were present at the meeting.

(C) Opinion of the Board with regard to integrity, expertise and experience of the Independent Director appointed during the year:

The persons appointed as Independent Directors of the Company holds the requisite integrity, expertise and experience in the specific area.

(D) Formal Annual Evaluation:

Pursuant to the provisions of section 134 (3)(P) of the Companies Act, 2013 and other applicable Regulations of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its
Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors were
carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees
with the Company.

11. AUDITORS:

(A) Statutory Auditors:

M/s S P A R K & Associates Chartered Accountants LLP (Firm Registration Number: 005313C/C400311), were appointed as the Statutory
Auditors of the Company for term of five consecutive years to hold office from the conclusion of the 39^th Annual General Meeting held on
September 30, 2019 until the conclusion of the 44^th AGM to be held in the financial year 2024-2025, being the maximum permissible first term.As
the first term of the Statutory Auditors of the Company will be expired at the forthcoming AGM, hence, subject to the approval of the Members,
the Audit Committee and the Board of Directors of the Company have recommended the re-appointment of M/s S P A R K & Associates Chartered
Accountants LLP (Firm Registration Number: 005313C/C400311), as the Statutory Auditors of the Company for second term for a period of five
consecutive years commencing from the conclusion of 44^th AGM to be held on September 21, 2024 till the conclusion of 49^th AGM to be held in
the financial year 2029-2030 pursuant to Section 139 of the Act. Requisite Resolution regarding their appointment is included in the Notice of
ensuing AGM for approval by the Members.

M/s S P A R K & Associates Chartered Accountants LLP (Firm Registration Number: 005313C/C400311), have confirmed their eligibility and
qualification as required under the provisions of the Company Act, 2013 read with Rules made thereunder and in accordance with applicable
Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for holding the
office as the Statutory Auditors of the Company.

The Board of Directors places on record its appreciation of the valuable services rendered by M/s S P A R K & Associates Chartered Accountants
LLP (Firm Registration Number: 005313C/C400311), as the Statutory Auditors of the Company in their first term. The Auditors’ Report does not
contain any qualification, reservation, adverse remark or disclaimer for the financial year ended March 31, 2024. Further, no fraud has been
reported by the Auditors to the Audit Committee or the Board. The Auditors’ Report for the financial year ended, March 31, 2024 is annexed
herewith for your kind perusal and information. The notes on financial statements are self-explanatory.

(B) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s M M Chawla
& Associates, Company Secretary in Practice (FCS 67, CP 716), to undertake the secretarial audit of the Company. Secretarial Audit Report for
the financial year 2023-24 in the prescribed Form MR-3 is attached as Annexure-I to this report.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the financial year ended March 31, 2024.

(C) Cost Auditors:

During the reporting period, the provisions of the Cost Audit / Cost Audit Report are not applicable to the Company.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to Regulation 24A of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Annual Secretarial Compliance Report for the financial year 2023-24 issued by M/s M M Chawla & Associates, Company Secretary in Practice
(FCS 67, CP 716) is attached as Annexure-II to this report.

13. LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan to any person or other body corporate, or given any guarantee or provided security in connection with a loan
to any other body corporate or person, or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, during
the financial year under review.

14. RELATED PARTY TRANSACTIONS:

During the financial year under review, the Company has not entered into any contracts / arrangements / transactions with its related parties under
Section 188(1) of the Companies Act 2013.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the reporting period, the provisions of the CSR are not applicable to the Company.

16. CONSERVATION OF ENERGY:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about Conservation of Energy are
as follows:

(i) The steps taken or impact on conservation of energy:

• Installation of new energy efficient chilling equipment.

• Replaced old pumps with energy efficient new pumps.

• Regular and Halogen lights are being replaced phase-wise in selective areas by LED lights for energy saving.

On implementation of the above, the Company expects to substantially benefit in saving power and water consumption at various stages of
the production cycle.

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

• Study on use of other alternate fuel for boiler in order to reduce energy cost.

• Replacement of existing air compressors with few new energy efficient air compressors.

• Studying feasibility of PPA for solar/ hybrid energy for electricity generation.

• Studying feasibility of using ancillary equipment that could help in reducing cost of chemicals, electricity saving and downtime of pivitol
utility equipment.

(iii) the capital investment on energy conservation equipments: The Company has spent an amount of Rs. 16.52 Lakhs as capital expenditure on
energy saving equipment during the year 2023-24.

17. TECHNOLOGY ABSORPTION:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about Technology Absorption are
as follows:

(i) the efforts made towards technology absorption & the benefits derived like product improvement, cost reduction, product development or
import substitution: NA

As the company’s products are manufactured by using in-house know how and no outside technology is being used for manufacturing
activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of
its products and entire Research & Development activities are directed to achieve the aforesaid goal.

(ii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

(iii) the expenditure incurred on Research and Development: Nil

18. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about Foreign Exchange Earnings
and Outgo are as follows:

(i) The Foreign Exchange earned in terms of actual inflows during the year: Nil

(ii) The Foreign Exchange outgo during the year in terms of actual outflows: Nil

19. RISK MANAGEMENT:

The Board of Directors and Management of the Company has evaluated the various risks faced by the Company and suggests steps to be taken to
control and mitigate the same through a properly defined framework to sustain the operations of the Company for the foreseeable future.

Some of the key risk areas identified for mitigation and corrective action include:

• Crushed Bone availability and pricing patterns;

• Impact of the high cost of Crushed Bone on the cost of production;

• Water scarcity for operational requirements;

• Coal Prices & Availability; and

• Energy Charges.

20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.

21 DETAILS OF FRAUDS REPORTABLE U/S 143(12):

During the financial year under review, there is no fraud being or has been committed in the Company or against the Company by officers or
employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under
Section 143(12) of the Companies Act, 2013; Therefore, no disclosure required in this regard.

22. DEPOSITS:

Your directors state that no disclosure or reporting is required in respect of details relating to deposits covered under Chapter V of the Act, because
there were no transactions on these items during the financial year under review.

23. DETAILS OF MONEY/UNSECURED LOAN ACCEPTED UNDER RULE 2(11(0.

During the financial year under review, the Company has accepted unsecured loan from the Managing Director of the Company and there is an
outstanding balance of Rs. 5,04,00,000/- (Rupees Five Crore and Four Lakh only) as on March 31,2024.

24. GENERAL DISCLOSURES:

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. Issue of Bonus Shares and/or Right Shares.

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

3. Issue of Sweat Equity Shares.

4. Issue of shares through/ under the Employee Stock Option Scheme.

5. Detailed reasons for revision of financial statement or Board’s Report.

6. Buy Back of Shares.

25. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE
GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the financial year under review, no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Directors confirm 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.

27. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems
are adequate and operating effectively.

28. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE

The Company has complied with the provision relating to the constitution/ re-constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

29. VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a
Vigil Mechanism for Directors and Employees to report their genuine concerns/ grievances, and said mechanism is overseen by the Audit
Committee of the Company and the Company has also made provisions for direct access to the Chairman of the Audit Committee in appropriate
or exceptional cases.

30. COMMITTEES OF THE BOARD:

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For
details namely composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance
Report which forms a part of this Annual Report.

31. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER
SUB-SECTION (3) OF SECTION 178 & REMUNERATION POLICY:

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013, the Listing Agreement with Stock
Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

The policy of the Company on Directors’ appointment and remuneration, including the criteria for determining the qualifications, positive
attributes, independence of a Director and other matters, as required under Section 178(3) of Companies Act, 2013 is available on our website i.e.
www.cjgelatineproducts.com.

32. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING OR SUBSIDIARY COMPANY:

Not applicable.

33. DISCLOSURE PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Name & Designation of Directors	Remuneration Paid during the Financial year 2023-24	Ratio of the remuneration of each director to the median remuneration of the employees
1.	Mr. Jaspal Singh-Managing Director	Rs. 24,00,000/-	8.63:1
2.	Mr. Harman Singh-Director & Chief Financial Officer	Rs.6,13,000/-	2.20:1
3.	Mrs. Jasneet Kaur-Director	Rs. 6,00,000/-	2.16:1

(Note: Median Remuneration of the Employee is Rs. 2,78,102/-)

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager
if any, in the financial year:

> There were no increase in the remuneration of Mr. Jaspal Singh (DIN: 01406945), Managing Director.

> Remuneration of Mrs. Jasneet Kaur (DIN: 06995139), Director of the Company has been increased to 33.33%.

> Remuneration of Mr. Harman Singh (DIN: 01406962), Director and Chief Financial Officer of the Company has been increased to
0.66%.

(iii) The percentage increase in the median remuneration of employees in the financial year: 8.49%

(iv) The number of permanent employees on the rolls of Company (As on 31-03-2024): 78

(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration.

Remuneration paid to employees excluding managerial personnel for the FY 2022-23	Remuneration paid to employees excluding managerial personnel for the FY 2023-24	% change in remuneration paid to employees excluding managerial personnel	Remuneration paid to managerial personnel for the FY 2022-23	Remuneration paid to managerial personnel for the FY 2023-24	% change in remuneration paid to managerial personnel
232.27	233.79	0.65%	39.04	39.34	0.77%

(vi) The Company affirms that the remuneration is as per the remuneration policy of the Company.

34. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

List of top ten employees in terms of remuneration drawn is attached as Annexure-III to this report.

There was no employee who in terms of remuneration drawn:

i. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not more than one
crore and two lakh rupees;

ii. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate,
was not more than eight lakh and fifty thousand rupees per month;

iii. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager
and holds by himself or along with his spouse and dependent children, not more than two percent of the equity shares of the company.

35. LISTING OF EQUITY SHARES AND LISTING FEES:

The Company’s shares are listed at BSE Limited (Formerly Bombay Stock Exchange), which provides a wider access to the investors
nationwide.

The Company has paid the annual listing fees up to March 31,2024 to the BSE Ltd and Annual Custody / Issuer Fees to National Securities
Depository Limited and Central Depository Services (India) Limited upto March 31, 2024.

36. SHARES IN SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:

As on March 31, 2024, there are 110 equity shares which are lying into Unclaimed Suspense Account.

37. CORPORATE GOVERNANCE:

In accordance with the exemption provided under Regulation 15(2)(a) of chapter IV of the SEBI LODR, the Company is not required to
comply with the corporate governance provisions as the Paid-up Equity Share Capital is not exceeding Rupees 10 (Ten) Crore and the Net
Worth is not exceeding Rupees 25 (Twenty-five) Crore in previous three financial years. Nevertheless, the Company has complied with
the corporate governance requirements as stipulated under the SEBI (LODR) Regulations. A separate report on corporate governance is
attached as Annexure-IV to this report.

Further, a certificate from M/s M M Chawla & Associates, Company Secretary in Practice (FCS 67, CP 716) confirming the compliance
of conditions of corporate governance is attached as Annexure-V to this report.

38. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company was required to prepare/attach a Management Discussion and Analysis Report as a part of this Board’s Report or
addition thereto and the same is attached as Annexure-VI to this Report.

39. INTER - SE RELATIONSHIP OF DIRECTORS:

S. No.	Name & DIN of Director	Relation with Directors
1	Mr. Jaspal Singh (DIN: 01406945)	Father of Mr. Harman Singh (DIN: 01406962), Director & Company Secretary and Mrs. Jasneet Kaur (DIN: 06995139), Director
2	Mr. Harman Singh (DIN: 01406962)	Son of Mr. Jaspal Singh (DIN: 01406945) Chairman and Managing Director and Brother of Mrs. Jasneet Kaur (DIN: 06995139), Director
3	Mrs. Jasneet Kaur (DIN: 06995139)	Daughter of Mr. Jaspal Singh (DIN: 01406945) Chairman and Managing Director and Sister of Mr. Harman Singh (DIN: 01406962), Director & Company Secretary
4	Mr. Vikas Gupta (DIN: 03603519)	No Relation with Directors
5	Mr. Sandeep Singh (DIN: 03603531)	No Relation with Directors
6	Mr. Amarjot Singh (DIN: 07115513)	No Relation with Directors
7	Mr. Satish Mathur (DIN 02847887)	No Relation with Directors
8	Mr. Rajesh Divetia (DIN 10253214)	No Relation with Directors
9	Mr. Harish Pande (DIN 01575625)	No Relation with Directors

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company and other Connected Persons within the meaning of the concerned SEBI Regulation. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees who have access to unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR:

No such event occur during the reporting period.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:No such event occur during period.

43. ACKNOWLEDGEMENT:

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities,
Customers, Vendors and Members/Shareholders during the financial 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.

Place: Mandideep For and on Behalf of Board of Directors

Date: 12/08/2024

Jaspal Singh

(DIN: 01406945)
Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors present herewith the Thirty Fifth Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2015.

FINANCI 2014-15 2013 AL (Rs. In - Lacs) 14(Rs RESULTS . In Lacs)

Sales & 1790.83 1496.3 Other 3 Income

Profit 127.48 50.51 Before Interest, Depreciatio n and Tax

Less: 85.5 50.4 Interest 8 2

34.07 119.65 20.35 70.77

Depreciatio n

Profit 7.83 (20.26) Before Tax

Less: 1.49 NIL Provision For Tax

Profit / Loss 6.34 (20.26) For The Year

ADD: (3.46) 16.80 Balance Brought Forward

Carried to 2.89 (3.46) Balance Sheet

During the year under review the Company recorded a total Revenue of Rs. 1790.83 Lacs and earned a PBIDT of Rs. 127.48 Lacs. There is a steady Increase in Revenues and Profits for the Company i.e. 19% Increase in Revenues and 28% Increase in Profit before Taxes. Due to the Low Availability of Raw material, Maintenance at Factory Premises and steady Increase in Prices of Raw material the Production of Finished Goods at the Factory has not achieved its optimum utilization Levels. However on a Brighter Note, there has been an Increase in realization price of Finished Goods. In the Field of Gelatine manufacturers, Our Company is taking big strides to improve on quality of the product, and once we achieve the volume and Finance required, we will be in a great position to recollect profits. Energy Costs (i.e. Electricity, Coal & Diesel) are large component for production of the Finished Products. The Continuous need of Finance has staged a bid roadblock in the manufacturing of the Finished Product at Optimum Levels. Your Company is going to adopt various measures to raise Finances from Banks/NBFC to which in turn will help attain Optimum Levels of Production.

DIVIDEND

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

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit during the year nor are there any outstanding deposits, which are due for repayment.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Listing Fees for the year 2015-16.

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

As at 31st March, 2015, your Board comprised of 6 Directors and the details regarding Appointment and Reappointment are mentioned in the Notice as well as a Brief stated herein below:

Shri Jaspal Singh is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer for Reappointment under Section 152 of the Companies Act, 2013.

With the Notification of section 149 of the Companies Act, 2013 and Other Applicable provisions of the Act Smt. Jasneet Kaur are proposed to be appointed as an Executive Women Director of the Company and Shri Amarjot Singh is proposed to be appointed as Independent Directors in terms of Section 149 and other Applicable provisions of the Companies Act, 2013 for a period of 4 (Four) Years upto 31st March, 2019.

Mr. Harman Singh (CFO) and Ms Priyanka Saraf (CS) are Key Managerial Personnel of the Company. Mr Harman Singh was re-designated as CFO of the Company on 28/03/2015

The Details of Directors being recommended for Appointment/Re - Appointment and Appropriate Resolution(s) seeking your Approval are also included in the Notice.

BOARD MEETINGS

The Board of Directors duly met 5 Times during the Financial Year 2014-15. The Date(s) and Attendance are further mentioned in the Corporate Governance Report.

A Separate Meeting for Independent Director(s) was held on 28th March, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby state that:

In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures.

They have selected the accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the Profit of the company for the year ended on that date.

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The Directors had devised proper systems to ensure Compliance with provisions of all Applicable Laws and that such systems were adequate and operating effectively.

They have prepared the Annual Accounts on a going concern basis.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Director(s) have submitted their disclosures to the Board that they fulfill 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.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 28th March, 2015, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The broad parameters covered under the Policy are -

Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than managing/ Whole-time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - A and forms part of this Report.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a company lies with its

Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Companies Act, 2013, notified on 1st April, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting held on 28th March, 2015, undertook the evaluation of its own performance, its Committees and all the individual Directors.

The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organization.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors'' Report and a certificate from the Company''s Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report.

RISK MANAGEMENT POLICY

During the year, the Board of Directors, in its meeting held on 28th March, 2015, has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to Business Objectives.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Management of the Company have certified the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

AUDITORS'' REPORT

The points raised by the Statutory Auditor in their report are self explanatory and covered in the notes on the Accounts.

A Secretarial Audit Report given by the Secretarial Auditors in Form No MR-3 is annexed with this Report as ANNEXURE - B. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

AUDITORS

M/s R.Kini and Associates, Chartered Accountants, Vadodara, Auditors of the company, retire at the ensuing Annual General Meeting. Mr. R. Kini has given in writing his consent for the re-appointment as statutory auditor for the F.Y. 2015-16. The Certificate from the Auditor have been received to the effect that his Re-Appointment, If made, would be within the prescribed Limit under Section 141(3)(g) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s M.M Chawla & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015.

INTERNAL AUDIT

The Company has appointed Internal Auditor as mandated by the provisions of the Companies Act, 2013. M/S Harish Dayani & Co. has been Appointed as Internal Auditor of the Company for the year 2014- 15 to evaluate the Internal Controls and Financial Reporting.

Further, the recommendations and suggestions given by the Internal Auditor are accepted by the Audit committee and further recommended to the Board of Directors of the Company.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

AUDIT COMMITTEE

The Audit Committee Membership and attendance are further mentioned in the Corporate Governance Report.

The Board of Directors accepts the recommendations of the Audit Committee whenever made during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial year Ended 31st March, 2015, No Loans, Guarantees or Investments were made by the Company under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial year Ended 31st March, 2015, No Contracts or Arrangements were made with related parties under Section 188 of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No MGT - 9 forms part of the Board''s Report and is annexed herewith as ANNEXURE - C.

VIGIL MECHANISM

Recognizing the regulatory mandate u/s 177(9) and clause 49 of the Listing Agreement placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so they may report their genuine concerns or grievances, steps were taken during the financial year 2014-15to increase awareness and providing direct access to Audit Committee Chairman in cases where the complaint is to be made against any senior management employee.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - D.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange as prescribed under section 134(3)(m) of the Companies Act, 2013 and are given in the Annexure - E to this Report.

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

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

INDUSTRIAL RELATIONS:

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all levels.

For and on behalf of the Board

(JASPAL SINGH) (JASNEET KAUR) JOINT MANAGING DIRECTOR DIRECTOR PLACE - BHOPAL DATE - 01/08/2015

---

Mar 31, 2014

Dear Members,

Your Directors present herewith the Thirty Fourth Annuel Report and the Audited Statements of Accounts of the Company for the financial year ended $1" March, 2014.

FINANCIAL 2013 2012 RESULTS 14 (Rs- 13 (Rs- in lacs) In Lacs)

sales & Other 350.6,12 1537.48 Income

Profit Before 50.51 66,47 Interest, Depreciation and Tax

Less -— 50.42 44.14 Interest

Depreciation 20,35 70,77 20.31 64.40

Profit Before (20,26) 2.02 Tax

Less: —- 0.38

Provision For Tax

Profit / Loss (20.26) 1.63 For The Year

ADD: Balance 16. 8O 15.17 Brought Forward

Carried to (3,4 6) 16.80 Balance Sheet

During the year under review the Company recorded a total Revenue of Rs. 1506.12 Lacs and earned a PBIDT of Rs, 50.51 lacs. Due to the Low Availability of Raw material. Maintenance at Factory Premises and steady Increase In Prices of Raw material from September, 2013, the Production of Finished Goods at the factory Declined, however on a Brighter Note, there has been an Increase in realization price of Finished Goods, however due to a downward trend In Production, the same had an effect on Revenues for the financial year, In the field of Gelatine manufacturers. Our Company Is taking Big strides to Improve on quality of the product, Once we achieve the same, we will increase the volume, which In turn will help In recollecting profits.

Energy Costs (l.e. Electricity, Coal & Diesel) are large component for production of the Finished ProductS- The Continuous rises in prices of Energy Costs have staged a bid roadblock in the manufacturing of the Finished Product at a cost which Is cost effective. Your Company is going to adopt various measures to control the Energy Costs such as Energy Audit, etc.

TAXATION

No Provision for tax for the year has been made as per the Income Tax Act, 1961.

DIVIDEND

Your Directors do not propose any dividend for the financial year ended 31" March, 2014.

INSURANCE

The Directors confirm that the fixed Assets and Stocks of the Company arc adequately insured against fire and allied risks.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit during the year nor are there any outstanding deposits, which arc due for repayment.

LISTING OF sHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Usting Fees for the year 2614-15.

PARTICULAR5 OF EMPLOYEES

The Company has no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended in respect of whom the particulars are required to be disclosed.

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

Particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange as prescribed under section 217(l)(e) of the Companies Act, 1956 are given In the Anncxure to this Report.

DIRECTORS:

Shri Sachiv sachiv is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer for Reappointment under Section 152 of the Companies Act, 2013, With the Notification of section 149 of the Companies Act, 2013 and Other Applicable provisions of the Act Shri Vikas Gupta and Shri Sandeep Singh are proposed to be reappointed as independent Directors in terms of Section 149 and other Applicable provisions of the Companies Act, 2013 for a period of S (five) Years upto 31" March, 2019.

The Details of Directors being recommended for Appointmem/Re Appointment and Appropriate Resolution(s) seeking your Approval are also included in the Noticc.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 the Board of Directors hereby state that:

ln preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures] and that there a re no material departures.

They have selected the accounting policies and applied 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 31" March, 2014 and of the Loss of the company for the year ended on that date.

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

They have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report,

AUDITORS' REPORT

The points raised by the Auditors in their report arc self explanatory and covered in the notes on the Accounts.

AUDITORS

M/s R.Kini and Associates, Chartered Accountants, Vadodara, Auditors of the company, retire at the ensuing Annual General Meeting. They have given in writing their consent for their re-appoint as statutory auditor for the F-Y. 2014-15. The Certificate from the Auditor have been received to the effect that their Re- Appointment, if mode, would be within the prescribed Limit under Section 141 [3][g] of the Companies Act, 2013.

COST AUDiTORS

Pursuant to the provisions of Section 224(16) read with Section 233B of Companies' Act, 1956, M/s Sudeep Saxena & Associates, Cost Accountants were appointed as the Cost Auditors of the Company for the year ending 3l" March, 2014.

The Cost Compliance Report was filed with the Ministry of Corporate Affairs on 22/02/2014.

JNDU5TRIAI RELATIONS:

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of Its ability,

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s], Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at a II levels.

For and on behalf of the Board

(SANDEEP SINGH) (JA5PAI SINGH) DIRECTOR JOINT MANAGING DIRECTOR PLACE-RHOPAL DATE-19/07/2014

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Mar 31, 2012

The Directors present herewith the Thirty Second Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rs.in lakhs) (Rs.in lakhs)

2011-12 2010-11

Sales & Other Income 1302.37 1570.80

Profit before Interest, Depreciation and Tax 54.32 38.36

Less:

Interest 33.51 17.32

Depreciation 20.05 53.56 18.60 35.92

Profit before tax 0.76 2.44

Less: Provision for Tax 0.14 0.15

Profit for the year 0.62 2.29

Add: Balance Brought forward 14.55 12.26

Carried to Balance Sheet 15.17 14.55

During the year under review the Company recorded a total revenue of Rs.1302.37 lakhs and earned a PBIDT of Rs. 54.32 Lakhs. Due to the low availability of Raw Material, Maintenance at Factory Premises and Increase in the Prices of Raw Material during the Period August - October 2011, the Production of Finished Goods at the Factory declined, however, there has been an Increase in realization price of Finished Goods, however due to a downward trend in the Production, the same had an effect on Revenues for the year 2012 and Profits for the Year.

TAXATION

Provision for tax of Rs. 0.14 lakhs for the year has been made as per the Income Tax Act, 1961.

DIVIDEND

Your Directors do not propose any dividend for the financial year ended 31st March, 2012.

INSURANCE

The Directors confirm that the fixed assets and stocks of the Company are adequately insured against fire and allied

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year nor are there any outstanding deposits, which are due for repayment.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Listing Fees for the year 2012-13.

PARTICULARS OF EMPLOYEES

The Company has no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended in respect of whom the particulars are required to be disclosed.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN- INGS AND OUTGO

Particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange as prescribed under section 217(l)(e) of the Companies Act, 1956 are given in the Annexure to this Report.

DIRECTORS:

Shri Jaspal Singh, Shri Vikas Gupta, Shri Ramanand Kini and Shri Sandeep Singh were appointed as Additional Directors pursuant to the provisions of Section 260 of the Companies Act, 1956 to hold office till the next Annual General Meeting. Your Board appointed Shri Jaspal Singh as Joint Managing Director of the Company to look after the day to day operations of the factory subject to the approval of the Members at the next Annual General Meeting. The de- tails/information regarding the appointee Director(s) are given in the Annual Report.

Shri Sachiv Sahni and Shri Surinder Sahni are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

During the year Shri A. L. Sahni, Shri Charanjit Singh Sodhi and Shri Hemant Sethi, Directors of the company resigned from the Board. Your Directors place on record the valuable services rendered by the outgoing Directors during their long tenure on the Board of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 the board of directors hereby state that:

In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures.

They have selected the accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date.

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

They have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 38BA of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, a certificate from Company Secretary in Whole Time Practice is annexed to this report regarding Secretarial Compliance

AUDITORS' REPORT

The points raised by the Auditors in their report are self explanatory and covered in the notes on the Accounts.

AUDITORS

M/s Trivedi & Reshamwala Associates, Chartered Accountants, Mumbai, Auditors of the company, retire at the ensuing Annual General Meeting. They have given in writing their unwillingness to continue in office.

Your Board of Director's of the Company makes an effort for appointment of new auditor of the Company in place of M/s Trivedi & Reshamwala Associates.

AUDIT COMMITTEE:

Audit Committee of the Board has been constituted in terms of Listing Agreement with the Stock Exchange and Section 292A of the Companies Act, 1956. Constitution and other details of the Audit Committee are given in "Corporate Governance Report" in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required under the Listing Agreement is enclosed in the Annexure to this report.

INDUSTRIAL RELATIONS:

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all levels.

For and on behalf of the Board For and on behalf of the Board Place: Bhopal (SACHIV SAHNI) (JASPAL SINGH)

Dated: 25/05/2012 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR

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Mar 31, 2010

The Directors present herewith their Thirtieth Annual Report with the Audited Statement of Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS

(Rs.in lakhs)

2009-10 2008-09

Sales & Other Income 1445.37 1729.23

Profit before Interest, Depreciation and Tax 22.59 36.37

Less::

Interest 1.41 3.47

Depreciation 18.89 20.30 18.26 21.73

Profit for the year 2.29 14.64

Expenses relating to previous year - 11.90

Profit before tax 2.29 2.74

Less:

Provision for Taxes:

Deferred Tax - -

Income Tax (Current Year) 7.50 07.80

Net Profit / (Loss) after Tax (05.21) (05.06)

Balance Brought forward 17.47 22.53

Carried to Balance Sheet 12.26 17.47

TAXATION

Provision for taxation as per the Income Tax Act, 1961 for the year has been made.

DIVIDEND

Your Directors are unable to recommend any dividend for the year ended 31st March, 2010 because of the losses.

INSURANCE

The Directors confirm that the fixed assets of the Company are adequately insured against fire and allied risks on a replacement cost basis. The Stocks are also appropriately insured.

AUDITORS REPORT

The points raised by the Auditors in their report are self explanatory and covered in the notes on the Accounts.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year, nor are there any outstanding deposits, which are due for repayment.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid

Annual Listing Fees to the Bombay Stock Exchange for the year 2010-11.

PARTICULARS OF EMPLOYEES

The Company has no employee falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended in respect of whom the particulars required to be disclosed.

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

Particulars regarding conservation of Energy, Technology Absorption, Foreign Exchange and Outgo as prescribed under section 217(1)(e) of the Companies Act, 1956 are given in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of the Companies Act,1956 and the Companys Articles of Association,

Directors Shri B. M. Kararia and Shri Hemant Sethi retire by rotation at the Thirtieth Annual General Meeting and being eligible offer himself for re-appointment.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, a certificate from Company Secretary in Whole Time Practice is annexed to this report regarding Secretarial Compliance

AUDITORS

M/s Trivedi & Reshamwala Associates, Mumbai retire as Auditors and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 the board of directors hereby state that:

1. In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures.

2. They have selected the accounting policies and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

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

4. They have prepared the Annual Accounts on a going concern basis.

INDUSTRIAL RELATIONS

The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all the level.



For and on behalf of the Board

Place : Mumbai SACHIV SAHNI

Dated .26/07/2010 CHAIRMAN & MANAGING DIRECTOR