Directors Report of Continental Controls Ltd.

Mar 31, 2024

Your Directors present their 29^thAnnual Report on the business and operations of the Company and the accounts for the
Financial Year ended 31^st March, 2024.

STATE OF COMPANY’SAFFAIRS:

Your Company is in the business of sales and service of Thermal Overload Protector. It has a worldwide network, single sales
office, a warehouse and a work force of over 30 people that sell a single product to about 30 customers in India and Abroad.

FINANCIAL PERFORMANCE:

(Rs. In thousands)

Particulars	Standalone
	March 2024	March 2023
Income From Operations	-	59,722.34
Other Income	844.58	673.96
Total Income	844.58	60,396.31
Total Expenses	4744.75	78183.74
Profit/(Loss) Before Tax	(3900.17)	(17787.43)
Provision for taxation/Deferred tax Exp (Income)	(815.14)	(462.01)
Net Profit/(Loss) After Tax	(3,085.03)	(17,325.41)
Profit(Loss) of earlier years	0.00	0.00
Balance carried forward to the balance sheet	(3,085.03)	(17,325.41)

During the financial year 2023-24, the total income decreased to Rs.844.58 as compared to previous year’s total income of
Rs.60,396.31 There is a loss before tax of Rs.3,900.17 as compared to Previous Year loss before tax of Rs.17,787.43 in the
previous year since Revenue from operation has decreased to Nil as compared to the previous year’s Income of Rs. 59,722.34

**The figures mentioned above are in thousands.

DIVIDEND AND BOOK CLOSURE

The Board of Directors does not recommend dividend on equity shares for the current financial year.

The register of members and share transfer books will remain close from 24^thSeptember, 2024 to 30^th September, 2024 (both days
inclusive) for the 29^thAnnual General Meeting of the Company scheduled to be convened on Friday, 30^th September, 2024 at
Poush Krishna Gardens, Maljipada, Opp. Crown Petrol Pump, Ahmedabad Highway, Taluka, Vasai East, Dist Palghar - 401210.

FINANCIAL INFORMATION

Reserves& Surplus

As at 31st March, 2024 Reserves and Surplus amounted to Rs. (40,856.73) as compared to Rs. 37771.70 of previous year. The
said scenario is due to inadequate profitability during the year under review and contribution of losses by the company.

Long Term Borrowings

As at 31st March 2024 Long Term Borrowings as nil in the current financial year as compared to Rs. 21,794.37 during the
previous year.

Short Term Borrowings

As at 31st March 2024 Short Term Borrowings are nil in the current financial year as compared to Rs. 5,489.68 thousands during
the previous year.

Fixed Asset

Net Fixed Assets as at 31st March, 2024 are NIL as compared to Rs.41,408.070 in the previous year.

Investments

The Company has not made any investment in the current period under review.

**The figures mentioned under the Financial Information are in thousands.

SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the capital . The authorized capital of the
company for the year ended 31st March,2024 is 9,15,00,000 (Nine Crore fifteen Lakhs )comprising of 9,15,000 shares.The paid
up share capital of your Company is Rupees /- (Rupees Six Crore Fourteen lakh sixty two thousand five hundred and sixty)
divided into 61,46,256 equity shares of Rupees 10/- each. There is no change in the paid up share capital structure during the
period under review.

MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings are held as and when required. During the year, the Board
of Directors met 5 times i.e. on 29/05/2023, 14/08/2023,30/08/2023, 25/10/2023 and 25/01/2023,18/03/2024 The dates of Board
Meetings were generally decided in advance with adequate notice to all Board Members.

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL
(KMP):

During the year under review, there is no change in the composition of the Directors of the Company.

INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from Mr. Pradeep C. Gaglani,
Mr. Kanaiyalal S. Thakker, Mr. Haresh kumar S. Thakker, and Mrs. Keta R. Poojara Independent Directors confirming that they
meet the criteria of independence as specified in Section 149(6) of the Act.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE
COMPANIES ACT, 2013.

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and
adopted Code for Independent Directors and which contains policy on director’s appointment and remuneration including
criteria for determining qualification, positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under
the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.

AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 4(Four) Independent Directors and 1 (one) Executive
Director. Mr. Pradeep C. Gaglani, Mr. Kanaiyalal S. Thakker, Mr. Hareshkumar S. Thakker, Mrs. Keta R. Poojara and Mr.

Navinchandra G.Thakkar, Managing Director of the Company are Members of the Committee. The committee is chaired by Mr.
Pradeep Gaglani. All the members of the Audit Committee are financially literate. In view of their professional qOualification
and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference
of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD

During the year, a separate Meeting of Independent Directors of the Company was held on 18th March, 2024, which was
attended by all the Independent Directors to discuss and review the self-assessment of Directors, Board and Committees thereof
and also assess the quality, content and timeliness of flow of information between the Management and the Board.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the
provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the
.requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF
SECTION 149:

The Independent Directors of your company, i.e, Mr. Pradeep Gaglani, Mr. Kanaiyalal Thakkar and Mr. Haresh Thakkar & Mr.
Keta Poojara, have submitted their declaration of Independence, as required under Section 149(7) of the Companies Act, 2013
stating that they meet the criteria of independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies HUMAN RESOURCES:

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to
business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate
office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the
culture where its employees are motivated and their performance is aligned with values. Company has achieved this present
level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity
and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity
and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and
interventions.Act, 2013 are not applicable to the Company as it is suffering losses since last three consecutive years; hence
disclosure in this regard is not provided.

COMPLIANCE WITH SECRETARIAL STANDARDS

(“SS-1 and SS-2”)

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI)
i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively.

MATERIAL CHANGES AND COMMITMENTS:

During the year 2023-2024, OneLife Capital Advisors Limited (Acquirer) made an open offer to the shareholders of the company
through Swaraj Shares and Securities Private Limited (Manager to the Open Offer) and the public announcement was made on
March 06.2024 for acquisition of upto 15,98,027 equity shares representing 26.00% of the voting share capital of the Target
Company at an offer price of Rs.4 per share to the public shareholders of the company payable in cash.

HOLDING COMPANY:

The Company has no Holding companies and hence company does not need to make disclosure of contracts or arrangements or
transactions not at arm’s length basis.

SUBSIDIARY COMPANIES:

The Company has no subsidiary companies and hence company does not need to make disclosure of contracts or arrangements
or transactions not at arm’s length basis.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards
have been followed along with proper explanation relating to 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 at the end of the financial
year and of the profit and loss of the company for that period;

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

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

(e) the directors, in the case of a listed company, have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI. The Company has implemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 17 to 27 of the Securities and Exchange Board Of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 entered into with the Stock Exchanges, a Report on the Corporate Governance, along with
the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and
forms part of the Annual Report.

LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.

The Company has not granted any Loan and not made any guarantee, Investment under Section 186 of the Companies Act 2013
and therefore not required to comply with the same.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM
ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.

During the year there was no related party transactions of material nature that may have a potential conflict with interests of the
Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee
the Board ratifies all the related party transactions on quarterly basis. The details of the transaction is annexed herewith as
‘Annexure- I’ in the prescribed form AOC-2

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Energy conservation dictates how efficiently a company can conduct its operations. CCL has recognized the importance of
energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken
various energy efficient practices that have reduced the growth in carbon di-oxide (CO2) emissions and strengthened the
Company’s commitment towards becoming an environment friendly organisation. A dedicated ‘Energy Cell’ is focusing on
energy management and closely monitor energy consumption pattern across all manufacturing sites. Periodic energy audits are
conducted to improve energy performance and benchmark with other international refineries and petrochemicals sites.

CCL Focuses on (i) new products, processes and catalyst development to technologies for new businesses (ii) advanced
troubleshooting, and (iii) improvements in manufacturing plants.

The Company’s Export Earning and outgoing is:

	PARTICULARS	AMOUNT
	earning	Rs. 8,44,580
	outgoing	Rs. 47,44,750

EXTRACT OF ANNUAL RETURN

The company is not required to disclose the extract of annual return in form MGT-9.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is suffering losses since last
three consecutive years; hence disclosure in this regard is not provided.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest
standards of professionalism, honesty, integrity and ethical behaviour. The directors are committed to comply with the laws and
regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws
and regulations in the organizational environment. In consonance with the object of transparency and good governance, the
board of directors of the company formulated and adopted “Whistle Blower Policy and Vigil Mechanism”

The organization’s internal controls and operating procedures are intended to detect and prevent improper activities. In this
regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any
poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical
treatment of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity,
misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially
or otherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION
(SECTION 197(12))

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the
companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in ‘Annexure-II’to the Board’s
Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual
Report.

Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:

(i) No any employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was
not less than One Crore Two Lakhs rupees;

(ii) No any employee 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 less than eight lacs fifty thousand rupees per month;

(iii) No any employee 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 less than two
percent of the equity shares of the company.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) and 53 (f) of the
Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges in India, is presented in a separate section forming part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Mr. Shravan A. Gupta, Practicing
Company Secretary was appointed to conduct the secretarial audit of our company for F.Y. 2023-24. The Secretarial Audit report
is given separately under Annexure III. There are qualifications or observations or other remarks made by the Secretarial Auditor
on the audit conducted by him in his Report.

STATUTORY AUDITOR

D. Kothary & Co, Chartered Accountants (Firm Registration No. 105335W) were the statutory auditors of the Company for the
financial year 2023-2024.

They were appointed as the statutory auditors of the company in the 28th Annual General Meeting of the members of the
company held on 30th September,2023 for a period of 5 years till the conclusion of the Annual General Meeting of the Financial
Year 2027-2028.

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

1. By the Statutory Auditor in its report

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in his Audit Report and
has given unmodified opinion.

2. By the Secretarial Audit Report in its report

The Secretarial Auditor has given qualification in his secretarial audit report is as follows:

Our response to the query/finding raised by auditor is that the company is under the process of maintaining the website of the
company as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,

Also the company is trying its best to find the best candidates for the position of Independent Director in place of the ones
who have completed the tenure and will ensure that the composition of the board of directors is as per the regulations of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015.Regulations,2015.

HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to
business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate
office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the
culture where its employees are motivated and their performance is aligned with values. Company has achieved this present
level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity
and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity
and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and
interventions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain
confidentiality of price sensitive information and internal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and
periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk
management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of
Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number
CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management
system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their
respective areas of functioning and report to the Board and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS INFUTURE

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

POLICY FOR SEXUAL HARRASMENT

The Company has always been committed to provide a safe and dignified work environment for its employees which is free of
discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at
Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“Act”). The objective of this policy is to provide protection against sexual harassment of women at workplace and
for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee
to redress the complaints received under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year under review:

- No of complaints received: Nil

- No of complaints disposed-off: NA
ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock
Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the
contribution made by the business partners / associates at all levels.

By Order of the Board
Sd/-

Navin G.Thakkar

Chairman & Managing Director
DIN:00251210

Place : Mumbai
Date: 30^th May,2024

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Mar 31, 2014

The Members,

The Directors have pleasure in placing before you the 19th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2014:

FINANCIAL HIGHLIGHTS

Rs. In Lacs PARTICULARS 2013-14 2012-13

Sales 361.13 326.09

Other Income 10.88 3.84

Profit before Finance cost, depreciation and tax 60.20 60.83 expenses

Finance Cost 15.59 18.61

Depreciation 27.22 27.33

Tax expenses (including deferred tax) 8.83 (3.26)

Profit after tax 8.56 18.73

Profit & Loss Account Balance B/f 15.56 (3.17)

Balance carried to the Balance Sheet 24.12 15.56

DIVIDEND

In view of the requirement of working capital for the Companies activities, the Directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company''s turnover has increased from Rs. 326.09 Lacs to Rs. 361.13 Lacs. The Net Profit Before tax is Rs. 17.39 Lacs against the last year profit of Rs. 15.47 lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company''s products continues to be good.

DIRECTORS

Mr. Amit N. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2014-15.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) 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 March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) 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; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 217 (1) (e)l

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your Company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to Company''s operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology- Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 1.62 Lac (PY 102.33 Lacs) and utilized foreign exchange worth Rs. 158.26 Lacs (PY Rs. 113.35 Lacs).

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice.

RESUBMSSION OF DIRECTORS ON AUDITORS QUALIFICATION:

The observations made in the Auditors'' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Navin G. Thakkar Chairman & Managing Director

Place : Mumbai Date : 28th May; 2014

Registered Office: Gala No. 202, Krishna House, Shailesh Udhyog Nagar, Opp. Nicholas Garage, Sativali Road, Waliv, Vasai (East) Dist. Thane- 401208

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Mar 31, 2013

The Members,

The Directors have pleasure in placing before you the 18th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2013:

Rs Rs FINANCIAL HIGHLIGHTS

ACCOUNTING YEAR 2012-2013 2011-2012

Sales 326.09 320.00

Other Income 3.84 8.03

Profit before Finance cost, depreciation and tax 60.83 59.56 expenses

Finance Cost 18.61 17.36

Depreciation 27.33 26.98

Tax expenses (3.84) (6.39)

Profit after tax 18.73 21.60

Profit & Loss Account Balance B/f (3.17) (24.78)

Balance carried to the Balance Sheet 15.56 (3.17)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company''s turnover has increase from Rs. 320.00 Lacs to Rs. 326.09 Lacs. The Net Profit Before tax is Rs. 15.47 Lacs against the last year profit ofRs. 15.22 lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company''s products continues to be good.

DIRECTORS

Mr. Kanaiyalal S. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2013-14.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 5 8-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) 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 March 31, 2013 and of the profit of the Company for the year ended on that date;

iii) 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; and

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217 (DM}

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to Company''s operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology- Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 38.39 Lac''s and utilized foreign exchange worth Rs. 113.36 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice.

RESUBMISSION OF DIRECTORS ON AUDITOR''S QUALIFICATION;

The observations made in the Auditors'' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G. Thakkar

Chairman & Managing Director

Place : Mumbai

Date :30th May 2013

Registered Office:

Gala No. 202, Krishna House, ShaileshUdhyogNagar, Opp. Nicholas Garage, Sativali Road, Waliv, Vasai (East)Dist. Thane- 401208

---

Mar 31, 2012

The Directors have pleasure in placing before you the 17th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2012:

Rs Rs FINANCIAL HIGHLIGHTS (In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2011-2012 2010-2011

Sales 320.00 330.31

Other Income 8.03 17.25

Profit before Finance cost, depredation and tax 59.56 55.55 expenses

Finance Cost 17.36 12.32

Depreciation 26.98 27.69

Tax expenses (6.39) (3.41)

Profit after tax 21.60 18,96

Profit & Loss Account Balance B/f (24.78) (43.74)

Balance carried to the Balance Sheet (3,17) (24.78)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company's turnover has decreased from Rs. 330.31 Lacs to Rs. 320.00 Lacs. The Net Profit Before tax is Rs. 15.22 Lacs against the last year profit of Rs. 15.54 lacs. ¦

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company's products continues to be good.

DIRECTORS

Mr. Kanaiyalal S. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2012-13.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) 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 March 31, 2012 and of the profit of the Company for the year ended on that date;

iii) 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; and

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.

1 A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been company's operations, continuously absorbed and adopted to suit to Company's operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology - Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 103.22 Lacs and utilized foreign exchange worth Rs. 64.78 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice

RESUBMSSION OF DIRECTORS ON AUDITOR'S OULIFIC ATION:

The observations made in the Auditors' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G.Thakkar Chairman & Managing Director

Place : Mumbai.

Date :28th August; 2012 Registered Office:

Gala No. 202, Krishna House, Shailesh UdhyogNagar,

Opp. Nicholas Garage, Sativali Road,

Waliv, Vasai (East), Dist. Thane-401208

---

Mar 31, 2011

The directors have pleasure in placing before you the 6th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2011:

FINANCIAL HIGHLIGHTS Rs. Rs. (In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2010-2011 2009-2010

Sales 330.31 333.56

Other Income 17.25 18.28

Profit before interest, depreciation and 55.55 58.91 taxation

Interest 12.32 15.15

Depreciation 27.69 28.09

Provision for taxation (net) 3.41 (5.30)

Profit after tax 18.96 10.38

Profit & Loss Account Balance B/f (43.74) (54.25)

Excess provision of income tax & FBT 0.14

Balance carried to the Balance Sheet (24.78) (43.74)

DIVIDEND

In view of the requirement of working capital for the Companies activities, the directors have not recommended am distribution of dividend.

OPERATIONS

During the year under review the Company's turnover has decreased from Rs. 333.56 Lacs to Rs 33031 Lacs, The Net Profit Before tax is Rs. 15.54 Lacs against the last year profit of Rs. 15.68 lacs

CURRENT OUTLOOK & BUSINESS ACTTVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand tor company's products continues to be good.

DIRECTORS

Mr. Pradeep C. Gaglani retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the financial Year 2011-12

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5.00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2011 -

i) The applicable accounting standards have been followed along with

proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period ended 31st March. 2011.

iii) That 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) That the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956,, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice and attached with this report.

RESUBMSSION OF DIRECTORS ON AUDITOR'S OULIHCATION:

The observations made in the Auditors' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members tor their continued support and confidence.

By Order of the Board Navin G.Thakkar Chairman &. Managing Director Place : Mumbai. Date : 27th August; 2011

Registered Office:

Gala No, 202, Shailesh Udhyog Nagar, Opp. Nicholas Garage, Sativali Road Waliv, Vasai (East) Dist. Thane- -101208

---

Mar 31, 2010

The directors have pleasure in placing before you the 15th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2010:

FINANCIAL HIGHLIGHTS Rs. Rs.

(In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2009-2010 2008-2009

Sales 333.56 250.02

Other Income 18.28 24.47

Profit before interest, depreciation and taxation 58.91 (72.41)

Interest 15.15 10.99

Depreciation 28.09 29.21

Provision for taxation (net) (5.30) (19.40)

Profit after tax 10,38 (93.21)

Profit & Loss Account on A/c of Demerger - 117.21

of Software Division

Profit and Loss Account balance B/f (54.25) (78.25)

Balance carried to the Balance Sheet (43.74) (54.25)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Companys turnover has increased from 250.02 Lacs to 333.56 Lacs. The Net Profit Before Interest, Depreciation and Tax is Rs. 58.91 Lacs against the last year loss of Rs. (72.41) Lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity-Aitilization and consequently good growth in exports as well as local sales turnover. The demand for companys products continues to be good.

DIRECTORS

Mr. Samir N. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Companys shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2010-11.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year

under review, as stipulated under Clause 49 of the Listing

Agreement with Stock Exchange, Mumbai, is included in this

Annual.Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Company Secretary on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the CompaniesAct, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.24,00,000/- per annum during the year under review, if employed for full year or more than Rs. 2,00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2010-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the period ended 3 lst March, 2010.

iii) That 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) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217 (I)(e))

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to companys operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

C. Foreign Exchange Earning and Outflow:

During the year under review; your company earned a foreign exchange of Rs. 197.15 Lacs and utilized foreign exchange worth Rs.80.01 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice and attached with this report.

RESUBMSSION OF DIRECTORS ON AUDITORS QULIFICATION:

The observations made in the Auditors Report in clause (i) (a) & (vii) are self explanatory and the management is taking effective steps for the rectification and therefore, do not call for any further comments under section 217 of the Companies (Amendment) Act, 2000.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would 1 jk-e to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G.Thakkar

Chairman & Managing Director

Place : Mumbai.

Date :30th August 2010

Registered Office:

GalaNo. 202, Krishna House,

Shailesh UdhyogNagar,

Opp. Nicholas Garage,

Sativali Road, Waliv,

Vasai (East), Dist.

Thane-401208