Directors Report of Deco-Mica Ltd.

Mar 31, 2024

Your Directors are pleased to present the Thirty Sixth 36^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended 31^st March, 2024 is summarized below:

(Amount in lakhs)
PARTICULARS	Current year (For the year ended 31.03.2024)	Previous Year (For the year ended 31.03.2023)
Sales	7727.18	7830.09
Other Income	50.55	77.80
Total Income	7777.73	7907.89
Depreciation	127.20	130.79
TAX	353.44	329.69
Current Tax	128.50	102.80
Tax Expenses related to prior year	8.19	4.64
Deferred Tax	(14.24)	(5.96)
Profit/(Loss) for the year	230.98	228.22
Other Comprehensible Income	(11.05)	(8.67)
Total Comprehensible Income for the year	219.93	219.55
Earnings per share (Rs.) : Basic	5.50	5.43
Diluted	5.50	5.43

2. OVERVIEW OF COMPANY''S PERFORMANCE

The Key points pertaining to the business of the Company for the year 2023-24 and period preceding thereto have been given hereunder:

• The total revenue of the Company during the financial year 2023-24 was Rs. 7,777.73/-(Amount in Lakhs) against the total revenue of Rs. 7,907.89/- (Amount in Lakhs) in the previous financial year 2022-23.

• The Profit after tax was Rs. 230.98/- (Amount in Lakhs) for the financial year 2023-24 which has increased as compared to the Profit after tax of Rs. 228.22/- (Amount in Lakhs) in the previous financial year 2022-23.

3. SHARE CAPITAL

The authorised Share Capital of the company is Rs. 5,00,00,000 (Five Crore Rupees only) divided into 50,00,000 equity Shares of Rs.10/-.

The Paid-up Share capital of the Company as on March 31, 2024 is Rs. 4,20,00,000 divided into 42,00,000 equity shares of Rs. 10/- each fully paid up. There is no increase in capital of the Company.

There was no change in the share capital of the Company during the year under review.

4. STATE OF COMPANY''S AFFAIRS

Pursuant to Section 134 (3) (i) of the Companies Act, 2013, the board of directors State that during the year under review, the Company has earned profit after tax of Rs. 230.98 (Amount in Lakhs). Your directors are continuously looking for avenues for future growth of the Company.

5. DIVIDEND:

Keeping in view the future strategic initiatives of the Company, Pursuant to section 134(3)(k) of the Companies Act,2013 the Board has not recommended any dividend for the year ended 31 March, 2024.

6. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company was not required to transfer any dividend amount to account of IEPF.

7. TRANSFER TO RESERVES:

For the financial year ended 31st March, 2024, the Company is not carrying any amount to General Reserve Account.

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

The Company has adequate and effective internal controls to provide reasonable assurance on achievement of its operational, compliance and reporting objectives. The Company has

reviewed and discussed with the Management the Company''s major financial risk exposures and taken steps to monitor and control such exposure.

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

Your Company does not have any Subsidiary or Joint Venture or Associate Company.

10. DEPOSITS:

During the year ended March 31, 2024, the Company has not accepted any public deposits during the Financial Year.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to prepare the business responsibility and sustainability report.

12. Disclosure relating to Managerial remuneration:

The remuneration details of paid to the Directors in accordance with the Nomination and Remuneration policy formulated in accordance with section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR (including any statutory modification(s) or reenactments) thereof for the time being in force).

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and names and particulars of remuneration of top ten employees in terms of remuneration drawn in accordance with the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report as "Annexure-A"

13. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), i.e. Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by the Company.

14. STATUTORY AUDITORS:

At the 33^rd Annual General Meeting held on 29th day of September, 2022, M/s J.T. Shah & Associates, Chartered Accountants (FRN: 109616W) was appointed as statutory auditors of the company to hold office till the conclusion of the 38^th Annual General Meeting to be held for the financial year 2026-2027.

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

Further the Auditors'' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information as "Annexure: B".

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Company has appointed M/s Govil Rathi & Associates, Company Secretary in Practice, to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2023-24 submitted by him in the prescribed form MR-3 forms part of this Annual Report as "Annexure-C".

A Secretarial Compliance Report for the FY ended March 31, 2024 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from M/s Govil Rathi & Associates, Company Secretary in Practice, and submitted to the stock exchange.

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

During the year under review, 9 (Nine) meetings of the Board of Directors were held. Details on Composition of the Board and its Committees, including the dates and terms of reference is provided in the Corporate Governance Report which forms part of this Annual Report.

17. MATERIAL CHANGES AND COMMITMENTS:

There are no such material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year ended March 31, 2024 and the date of report.

18. PARTICULARS OF EMPLOYEE:

There are no employees employed by the Company throughout the financial year or for a part of the financial year who were drawing remuneration above the limits provided in section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore there are no details required to be given in the report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Mr. Vishal Vijay Bhai Agarwal (DIN: 01763739) who retires by rotation, and being eligible, has offered himself for reappointment. The Board has recommended his reappointment.

b) Declaration by an Independent Director(s): A declaration by an Independent Directors that they meet the criteria of independence as provided in subsection (6) and (7) of Section 149 of the Companies Act, 2013 has not been received and there has been change in the circumstances affecting their status as Independent Directors of the Company, As both the Independent Directors, Nupur Bipinchandra Modi (DIN: 08261303) and Gunjan Yogesh Pandya (DIN: 08493307), have not cleared the Online Proficiency Self-Assessment Test within the stipulated timeframe specified by the Indian Institute of Corporate Affairs (IICA), and are not exempt from giving the examination, as on the current date their failure to attempt the Online Proficiency Self-Assessment Test makes them ineligible to hold the position of Independent Director.

c) Key Managerial Personnel (KMP''s):

In accordance with the section 203 of the Companies Act, 2013, Mr. Vishal Vijay Bhai Agarwal, CFO, and CS Niharika Modi, Company Secretary and Compliance Officer, continued to be the KMP of the company.

d) The Board of Directors wishes to inform the members of the Company that a casual vacancy has arisen in the position of Independent Director due to the sad demise of Mr. Harish Kumar Joshi on 8th December 2023. This vacancy has not yet been filled due to the unavailability of an eligible candidate who meets all the criteria for appointment as an Independent Director, as specified by the Indian Institute of Corporate Affairs (IICA).

e) Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of the Listing Regulations, Mr. Govil Rathi, Practicing Company Secretary, Ahmedabad, has certified that none of the Directors on the Board of the Company, have been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India (SEBI), the Ministry of Corporate Affairs, or any other statutory authority. However, the Independent Directors are not eligible to continue in their positions in the Company as they have not cleared the Online Proficiency SelfAssessment Test and further their profile has been disabled from Independent Director''s Data bank, this makes them ineligible from being re-appointed as Independent Directors of the Company in accordance with statutory requirements. The said certificate from the Practicing Company Secretary forms part of this Annual Report.

20. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The investment in other securities is within the authority given to the Board by the shareholders under Section 186 of the Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions were entered during the financial year were the ordinary course of business and on an arm''s length basis in terms of provisions of the Act. As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the Audit Committee was obtained for all the Related Party Transactions. During the year under review there were no materially significant related party transactions entered by the Company with the related parties which may have a potential conflict with the interests of the Company.

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. Since all the Related Party Transactions entered into during the Financial Year were on an arm''s length basis and in the ordinary course of business, All the required details are mentioned herein in Form AOC-2 as prescribed under Section 134(3)(h) the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Board''s Report as "Annexure D".

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

I. In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit /loss of the Company for that period;

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

IV. The directors had prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis;

V. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

VI. 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.

25. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

The Board of Directors has duly developed and implemented a risk management policy for the company. The Policy mandates the ways in which respective risks are expected to be mitigated and monitored.

26. CODE OF CONDUCT:

The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company (Code). All the Board Members and Senior Management Personnel have affirmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and is uploaded on the website of the Company.

The same could be viewed from the Website of the Company: https://www.decomicaltd.com/pdf/Code%20of%20Conduct%20of%20Board%20of%20Direc tors%20and%20Senior%20Management%20personnel.pdf

27. INTERNAL AUDITORS:

The Board of Directors of the Company have appointed M/s Nimesh M. Shah & Co., Chartered Accountants, Ahmedabad (FRN: 115204W) as Internal Auditors to conduct Internal Audit of the Company for the financial year ended March 31, 2024.

28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company promotes ethical behavior in all its business activities and has put in implementation of a mechanism wherein the Employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance Officer of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.

The same could be viewed from the Website of the Company: https://www.decomicaltd.com/pdf/Vigil%20Mechanism%20Policy.pdf

29. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT.2013

The Company has been employing six woman employee. The Company has in place an Anti harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no complaint received from employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going Concern status of your Company and its operations in future.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

The Details of Energy and Technology Absorption are as under:

i. CONSERVATION OF ENERGY:

The Company continues its endeavor to improve energy conservation and utilization.

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

The Company continues to endeavor to improve energy conservation and utilization.

(ii) The steps taken by the company for utilising alternate sources of energy;

The Company is in the process of searching the best available alternate source of Energy in Laminates Industry sector

(iii) The capital investment on energy conservation equipment''s;

The Company is in the process of searching the best available alternate source of Energy in Laminates Industry sector.

ii. Technology Absorption:

a) The Efforts made toward technology absorption:

Indigenously developed technologies for the improvement of production in the factory were adopted and required modifications and innovations were done on continuous basis.

b) The benefits derived like product improvement , cost reduction , product development or import substitution:

The innovations made by the Company has provided better results in quality and production and also reducing the involvement of manual workers without increasing the overall cost of production and maintenance.

c) In case of imported technologies (imported during last years reckoned from the beginning of financial year:

The details of technology imported:	Nil
The year of import:	Nil
Whether the technology been fully absorbed:	Not applicable
If not fully absorbed, areas where absorption has not taken place and the reasons thereof	Not applicable

iii. Foreign exchange earnings and Outgo:

a) The Foreign Exchange earned in terms of actual inflows during the year: Rs. 25,62,07,674.30

b) The Foreign Exchange outgo during the year in terms of actual outflows: Rs. 13,53,66,428.75

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing Regulations), is presented in a separate section forming part of this Annual Report. "ANNEXURE-E"

33. DETAILS OF COMPANY''S CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 134 (3) (o) of the Companies Act, 2013 board of directors'' state that the provisions of the Corporate Social Responsibility as contained under the Companies Act, 2013 are not applicable to the Company.

34. ANNUAL RETURN ON THE WEBSITE OF THE COMPANY

Pursuant of Section 134 (3) (a), the board of directors declare that the Annual return of the company for the financial year 2023-24 is uploaded on the website of the company at https://www.decomicaltd.com/

35. CFO CERTIFICATION

The CFO/CEO certification on the financial statement of the Company as required under Regulation 17(8) of the SEBI (ICDR) Regulations, 2015 forms part of this Annual Report as "ANNEXURE-F".

36. 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 Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report. The Corporate Governance is not applicable to the Company for the F.Y. 2023-24. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report as "ANNEXURE-G"

37. 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

During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency and Bankruptcy Code, 2016.

38. 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.

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

39. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company. The details of the familiarization program are provided in the Corporate Governance Report.

40. ACKNOWLEDGEMENT:

The Directors place on record deep appreciation and gratitude for the co-operation and assistance received by the Company from the staff and employees. The Board further thanks bankers, business associates, regulatory and government authorities for their continued support to the Company.

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 26th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights (Standalone)

During the year under review, performance of your company as under:

(Rupees in Lakhs)

Particular Year ended Year ended 31st March 31st March 2015 2014

Turnover 4589.53 4373.98

Profit/(Loss) before taxation 189.52 176.99

Less: Tax Expense

a) Current Tax 37.10 37.85

b) Excess/Short Provisions of tax - 1

c) Deferred tax expenses 29.83 22.58

d) Provision for wealth tax - -

Profit / (Loss) after tax 122.59 115.56

Add: Balance B/F from the previous 539.82 424.26 year

Balance Profit / (Loss) C/F to the 662.41 539.82 next year

State of Company's Affairs and Future Outlook:

The income of the company during the year was Rs. 4589.53 lacs in comparison of Rs. 4373.98 lacs in the previous year. The profitability of the Company from operational activities has increased by Rs. 215.55 lacs during the Financial Year 2014-2015.

Dividend:

To conserve the present profit no Dividend is recommended by the Board for the Financial Year ended on 31st March, 2015.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to none recommendation of Dividend and Loss.

Extract of Annual Return:

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure -1

Details of Subsidiaries Companies, Associate Company & LLP/Partnership

*There is no Subsidiary of Company hence no such information is provided

Number of Board Meetings:

During the Financial Year 2014-15, meetings of the Board of Directors of the company were held.

Sr. Date of Board Meeting No. of Director Present in the Meeting No.

1. 23rd May, 2014 Three Directors were present

2. 14th August, 2014 Three Directors were present

3. 13th November, 2014 Three Directors were present

4. 12th February, 2015 Four Directors were present

5. 27th May, 2015 Three Directors were present

Particulars of Loan, Guarantees and Investments under Section 186:

During the financial year 2014-15, the Company has not given any loan to any other Company including Associate Concern.

The investment in other securities is within the authority given to the Board by the shareholders under Section 372A of the Companies Act, 1956/Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties:

All the transactions are at Arm's length. Remuneration paid to the Working Directors i.e. Managing Directors& Executive Directors is in respect of their time involvement in development of Company. Other transactions are in the form of purchase/sale at current market price and are at arm's length. The dividend/Profit earned from this associate are tax free in the hands of Company.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in the schedules and notes and therefore, do not call for any further clarification.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A) Conservation of energy :

The Company continues its endeavor to improve energy conservation and utilization. Some of the steps taken by the Company for energy conservation during the financial year 2014- 15 at its manufacturing locations are outlined below.

The Company has made a capital investment of approximately 43 Lacs on the energy saving devices during the financial year 2014-15.

(B) Technology Absorption :

(1) the efforts made towards technology absorption:

Indigenously developed technologies for the improvement of production in the factory were adopted and required modifications and innovations were done on continuous basis.

(2) the benefits derived like product improvement, cost reduction, product development or import substitution:

The innovations made by the Company has provided better results in quality and production and also reducing the involvement of manual workers without increasing the overall cost of production and maintenance.

(3) in case of imported technologies( imported during 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: Not applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons therefor: Not applicable.

(4) The expenditure incurred on Research and Development:

The Company subscribes to Tea Research Associations, which does R & D work for its tea industries and their expert advice is also being obtained through visits by their Advisory Officers to the garden from time to time.

C. Foreign Exchange earnings and outgo:

Earnings in foreign exchange : NIL

Expenditure in Foreign Exchange : Rs. 332003/-

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same is reviewed by the Audit Committee at periodical intervals, which in turn, informs the Board about the risk assessment and minimization procedures adopted by the management. Suggestions or guidance given by the audit committee members are immediately implemented. At the corporate level major risks are reviewed by the Managing Directors and directions in this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

NAME OF DIRECTOR DIN DESIGNATION DATE OF APPOINTMENT

VISHAL 01763739 Director 08/11/2008 VIJAY BHAI AGARWAL

VIJAY 01869337 Managing 01/01/1997 KUMAR director DINDAYAL AGARWAL

HARISH 01871634 Director 15/03/2007 KUMAR DHANJIBHAI JOSHI

UDAIBHAN 02571149 Director 30/03/2005 BANSDEV TRIPATHI

LALITADEVI 07168017 Additional 27/04/2015 SHYAM director SUNDER MURARKA



NAME OF DIRECTOR RESIDENTIAL ADDRESS

VISHAL 8, KAIRVI BUNGLOW, NR VIJAY BHAI SARTHI HOTEL, BODAKDEV, AGARWAL AHMEDABAD, 380054, Gujarat INDIA

VIJAY 8-KAIRVI BUNG. NR. SARTHI KUMAR HOTEL, NR. HARIVELLA DINDAYAL FLATS, BODAKDEV, AGARWAL AHMEDABAD, 380054, Gujarat INDIA

HARISH 72 SHIVGANESH BUNGLOWS KUMAR SHILAJ, ROAD THALTEJ, DHANJIBHAI AHMEDABAD, 380059, Gujarat JOSHI INDIA

UDAIBHAN 5, OMCHAMUNDA APT.,, BANSDEV BHAIKAKANGR, THALTEJ, TRIPATHI AHMEDABAD, 380001, Gujarat INDIA

LALITADEVI 84,ISKON GREENS, GHUMA, SHYAM AHMEDABAD, 380058, Gujarat SUNDER INDIA MURARKA

Re-Appointment of Directors:

As per the Provision of the Companies Act, 2013 and Article of Association of the Company Shri Vijaykumar Agarwal (DIN: 01869337) retires in ensuing Annual General Meeting and being eligible seeks Re-Appointment. The Board recommends their Re-Appointment.

Shri Vijaykumar Agrawal is a Commerce Graduate with over 30 years of experience in his field of business.

Comparison of Remuneration to Directors and employees:

There is no increase in the remuneration payable to Directors in Comparison to 8% increase in the salary of employee.

The Salary rise is based on the inflation data. The previous year increase in salary of Director is after two years. As such the rise in the salary is at par with other employee of the Company. The Performance of the Company has been affected by Global recession and economic slowdown in the Indian economy.

1) Median of Directors remuneration:-

2) Median of employees remuneration:-

Details of significant & material orders passed by the regulators or courts or tribunal:

No order has been passed by the Court/Tribunal during the financial year 2014-2015.

Deposits (As per the Definition Section 2(31) of the Companies Act, 2013)

The following details of deposits, covered under Chapter V of the act:

I. Deposits Accepted during the year: NIL

II. Remained unpaid or unclaimed as at the end of the year: NIL

III. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

a. At the beginning of the year: N.A.

b. Maximum during the year: N.A.

c. At the end of the year: N.A.

IV. The details of deposits which are not in compliance with the requirements of Chapter: There is no such Deposit held by the Company.

Receipt of any commission by Managing Director / Whole Time Director from a Company or for receipt of commission / remuneration from it Holding or subsidiary:

Company is not paying any commission to it's director

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under the Companies Act, 2013 and rules made there under.

Secretarial Audit Report:

Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing Company Secretary Dilip N. Motwani is annexed with the Board Report as. Annexure - 2

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence the Company is not required to form CSR committee.

Audit Committee:

As on 31st March 2015, the Audit Committee comprises of three Directors, out of which two are Independent Directors.

Shri Harishkumar Dhanjibhai Joshi(DIN: 01871634) Independent Director is the Chairman of the Committee.

The time gap between two meetings was less than 120 days. The Committee met four times in the year under review on the details of the Audit Committee are given as under: The details of the Audit Committee are given as under:

Attendance record of DECO-MICA LIMITED Audit Committee

Name of the Member DIN Position Status

Shri Harishkumar 01871634 Independent Director Active

Shri Udaibhan 02571149 Independent Director Active Bansdev Tripathi

Name of the Member No. of No. of Sitting Meetings Meetings Fee Rs. Held Attended

Shri Harishkumar 5 3

Shri Udaibhan 5 3 Bansdev Tripathi

The functions of the Audit Committee of the Company include the following:

* Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

* Recommending to the Board, the appointment re-appointment, if required the replacement or removal of the statutory auditor and fixation of the audit fees.

* Approval of payment to the statutory auditor for any other services rendered by the statutory auditors.

* Reviewing, with the management , the annual financial statement before submission to the Board for approval, with particular references to :

- Matters required to be included in the Directors Responsibility Statement to be included in the Board's report in terms of Section 134 of the Companies Act, 2013..

- Changes, if any, in accounting policies and practices and reason for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustment made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements.

* Disclosure of any related party transactions.

* Qualification in the audit report.

* Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control system.

* Reviewing the adequacy of internal audit plan.

* Discussion with internal auditors on any significant findings and follow up thereof.

* Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

* To look into the reasons for substantial defaults in the payments to the depositors, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing the functioning of the Whistle Blower Mechanism.

* Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee is empowered, pursuant to its terms of references, to:

* Investigate any activity within its terms of reference and to seek any information it requires from any employee.

* Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.

The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:

* Management discussion and analysis of financial condition and results of operations.

* Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

* Management letters/letters of internal control weaknesses issued by the statutory auditors.

* Internal audit reports relating to internal control weaknesses.

* The appointment, removal and terms of remuneration of the internal auditor.

In addition, the Audit Committee of the Company also reviews the financial statements. The Audit Committee is also apprised on information with regard to related party transactions by being presented:

* A statement in summary form of transactions with related parties in the ordinary course of business.

* Details of material individual transactions with related parties which are not in the normal course of business.

* Details of material individual transactions with related parties or others, which are not on an arm's length basis along with management's justification for the same.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees:

During the year, 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. Separate exercise was carried out evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors, commission to independent director, and remuneration paid to the whole- time director is approved by the remuneration committee. Remuneration Committee consists of Shri Udaibhan Bansdev Tripathi (DIN: 02571149) and Shri Harishkumar Dhanjibhai Joshi (DIN: 01871634) both Independent Directors.

Half- yearly Declaration

A half - yearly/Quarterly Declaration of financial performance including summary of significant events in the last six months is currently not being send to each household of shareholders. However, the Company publishes its results in national and state level newspapers having wide circulation. The results are also posted on the website of the Company i.e. decomicaltd.com

Disclosure on Establishment of a Vigil Mechanism:

Fraud free corruption, free work culture has been core to the Company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put an even greater emphasis to address this risk.

To meet this objective, a comprehensive Fraud Risk Management (FRM) policy akin to vigil mechanism or the Whistle Blower Policy has been laid down by the Board of Directors.

Managerial remuneration:

Sr. Name of Director Remuneration for Remuneration for No. F.Y 2013-2014 F.Y 2014-2015 (Amount In Rs.) (Amount In Rs.)

1. Vijaykumar Agarwal 2,50,000/- 2,50,000/-

*Remuneration is not required to be paid to independent director as per Section 149 read with Schedule IV of Companies Act, 2013.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Deco Mica Limited has modified the erstwhile policy for Prevention of Sexual Harassment at the Workplace and the Board of Directors have unanimously adopted the same w.e.f. July 23, 2014.

Vide notification dated December 9, 2013; Ministry of Women and Child Development have introduced Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. The earlier policy has been amended by incorporating the rules and procedures as mandated in the said notification. The revised policy shall be in effect from July 23, 2014.

Company has Appointed Smt. Santoshdevi Vijaykumar Agrawal to redress the issues regarding Sexual Harassments at work place.

Statutory Auditors:

J.T. Shah & Co. Chartered Accountants retires as Statutory Auditors of the Company at the conclusion of the Annual General Meeting to be held for the Financial Year 2016-2017 and being eligible to offer themselves for reappointment.

Cost Auditors:

The Board of Directors has reappointed, subject to the approval of the Central Government, M/s Ajay Jaisingh & Associates, Cost Accountants as the Cost Auditors of the Company under the section 148 of the Companies Act, 2013 to audit the Cost Accounts of the Company for the Financial Year 2014- 15.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, 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 as at 31st March, 2015 and of the profit /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 the Companies Act 2013 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;

e) 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.

f) 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.

Green initiatives:

During fiscal 2011, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.decomicaltd.com.

Electronic copies will be the Annual Report 2014-15 and Notice of the 26th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice will be sent in the permitted mode. Members requiring physical copies can send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For, Deco Mica Limited,

Date: 27-05-2015 Vijaykumar Agarwal Place: Ahmedabad (DIN: 01869337) Chairman & Managing Director

---

Mar 31, 2014

Dear Shareholder,

The Directors have pleasure in presenting their 25th Annual Report together with AUDITED ACCOUNTS for the year ended on 31st March 2014.

FINANCIAL RESULTS

PARTICULARS Current Year Previous Year

(Rupees in Lacs) (Rupees in Lacs)

2013-14 2012-13

Sales(net) 4363.21 3457.32

Profit before Tax 176.99 167.69

Less: a. Current Tax 37.85 48.00

b. Fringe Benefit Tax - -

c. Deferred Tax 22.58 13.07

d. Short provision of Income Tax 1.00 0.60

Net Profit 115.56 106.02

DIVIDEND

To plough back the profit for the capital expansion your Directors do not propose any dividend for the financial year 2013-14.

OPERATIONS

During the year under review, the Company''s net sales increased to Rs. 4363.21 Lacs as compared to Rs. 3457.32 Lacs during the previous year showing the growth of over 26.20 compared to previous year. Despite the steep price increase by the suppliers of the vital raw material on account of spiralling crude oil prices in the international prices, the efficient management of resources and cost controls exercised by the international prices, your Company has performed exceedingly well during the year and hopes to continue the growth momentum in the current year also.

PLANS AND PROSPECTS

Your Directors have a great sense of excitement at the unprecedented opportunities unfolding in the infrastructure sector and expect further boost to our industry as its future has been directly linked to the growth in the infrastructure and the related sectors.

On the whole, the business environment looks, encouraging, the demand for the Company''s products continue to be robust in the home market.

Although your Directors are confident of maintaining the growth in the coming years, with new entrants and almost all manufactures enhancing their capacities, market will be fiercely competitive, there by margins are expected to be under some pressure.

DEPOSITORY SYSTEM

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) This enables you to hold your shares in a dematerialized from with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for this facility are advised to dematerialize their shares in their own interest.

INSURANCE

All the assets of the Company have been adequately insured.

PERSONNEL

There were no employees drawing remuneration as mentioned under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Vishal V. Agarwal retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Shri Harishkumar Dhanjibhai Joshi (DIN: 01871634) and Shri Udaibhan Bansdev Tripathi (DIN: 02571149) are the independent Directors appointed on 15/03/2007 and 30/03/2005 respectively. In view of the provision of Section 149(4) of the Companies Act, 2013, the Company has to appoint an independent Director for a term of 5 years. In view of the amendment in the Companies Act, these Directors are appointed in terms of the Section 149 of the Companies Act, 2013 for a period of 5 years, commencing from the date of Annual General Meeting i.e. 30/09/2014. The office of these Directors shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board.

The Board is of the opinion that these Directors are person of integrity and possesses relevant expertise and experience. They have/had not any pecuniary relationship with Company and its associates except for getting sitting fees for attending Board and Committee meetings. The Board is of the view that their appointment will be in the interest of the Company.

There is no pecuniary relationship of transactions of the non-executive Director''s vis-a-vis the Company except as mentioned above. The Company has not granted any stock option to any of its Directors.

During 2013-14, the Company did not advance any loans to any of its Directors.

Directorship held in the other Companies by the aforesaid Directors are as follows:

Sr. Name of Directors DIN Directorship in other No. Companies

1. Vishal Vijay Kumar Agarwal 01763739 Salasar laminates limited Heritage board limited Heritage ply board private limited Heritage industries private limited Salasar agropanel private limited

2. Harishkumar Dhanjibhai Joshi 01871634 -

3. Udaibhan Bansdev Tripathi 02571149 -

The Board therefore, recommends the appointment of Shri Harishkumar Dhanjibhai Joshi (DIN: 01871634) and Shri Udaibhan Bansdev Tripathi (DIN: 02571149) as an Independent Director in terms of Section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA)/134 (3)(5) of the Companies Act, 1956/2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to the material departures.

(ii) that 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 or loss of the Company for the year under review.

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

(iv) that the Directors have prepared the annual accounts on a ''going concern'' basis.

LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange(s) A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Annual Report.

The Company has complied with all the Clauses of the Listing Agreement and has paid the Listing fees for the financial year 2013-14.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the amendment made by The Companies (Amendment) Act, 2000 in Section 383 A of The Companies Act, 1956, Our Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary for the F.Y. 2013-14. The Shareholders have appointed M/s. D.N. Motwani & Co., Company Secretaries to issue the said certificate for the financial year 2013-14. Accordingly, the Certificate issued by M/s.D.N. Motwani & Co., Company Secretaries, in the format prescribed under the Companies (Compliance Certificate) Rules, 2001 in respect of the Compliance of the Provisions of the Companies Act, 1956 for the F.Y. 2013-14 is attached.

FIXED DEPOSITS

The Company has not accepted deposits from public.

AUDITORS

You are requested to appoint the auditors for the current year and to fix their remuneration. The retiring auditors J.T. Shah & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from J.T. Shah & Co., to the effect that their re-appointment, if made, will be within the prescribed limits specified in Section 224 (1-B) of the Companies Act, 1956/2013.

Cost Auditors

The Board Of Directors has reappointed, subject to the approval of the Centra! Government, M/s Ajay Jaisingh & Associates, Cost Accountants as the Cost Auditors of the Company under the section 233B of the Companies Act, 1956. to audit the Cost Accounts of the Company For the Financial Year 2013-2014.

AUDITORS REPORT

The observations of the Auditors are explained wherever necessary in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/explanations submitted by the Board as contemplated U/s.217(3)/134(2) of the Companies Act, 1956/2013.

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

The information pursuant to Section 217(1)(e)/134(3)(m) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

ACKNOWLEDGEMENT

Your Directors wish to thank all the Employees and the bankers of the company for their support in the operations of the Company.

For, Deco Mica Limited, Date: 14/08/2014 Vijaykumar Agrawal Place: Ahmedabad (DIN: 01869337) Chairman & Managing Director

---

Mar 31, 2012

To The Shareholder,

The Directors have pleasure in presenting their 23rd Annual Report together with AUDITED ACCOUNTS for the year ended on 31st March 2012.

FINANCIAL RESULTS

PARTICULARS Current Year Previous Year (Rupees in Lacs) (Rupees in Lacs) 2011-12 2010-11

Sates(net) 2573.86 2501.59

Profit before Tax 158.28 161.99

Add/(Less) a. Current Tax (55.80) (52.61)

b. Deferred Tax 2.80 (0.42)

c. Short Provision of Income Tax (0.28) (2.32)

Net Profit 105.00 106.64

DIVIDEND

To plough back the profit for the capital expansion your Directors do not propose any dividend for the financial year 2011-12.

OPERATIONS

During the year under review, the company's net sales increase to Rs.2573.36 Lacs as compared to Rs.2501.59 Lacs during the previous year showing the growth of over 2.8% compared to previous year.

During the year under review, the company has carried out debottlenecking of the existing facilities, by installation of additional machines and modification of the existing facilities wherever needed. This has helped the company in achieving the improvement of the quality of products and it has also enabled the company in achieving the desired growth In sales despite the recessionary conditions and competition leading to some pressure in the margins.

DEPOSITORY SYSTEM

pwir wmpany has entered into an agreement with the National Securities Depository Limited nables you to hold your shares in a dematerialized form with the depository.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for this facility are advised to dematerialize their shares in their own interest.

INSURANCE

Ail the assets of the Company have been adequately insured. PERSONNEL

There were no employees drawing remuneration as mentioned under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Vishal V. Agarwal retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Shri Udaybhan V. Tripathi retires by rotation at this Annual General Meeting and being eligible offers herself for re-appointment,

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors have selected such accounting polices 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 year under review,

(Hi) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a 'going concern' basis.

LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented ail the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange(s) A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Annual Report.

Your Directors are pleased to inform you that the Bombay Stock Exchange has revoked the suspension in trading of shares of the company w.e.f 17-4-2012 and consequently the shares of the company are freely tradable on the floor of the exchange.

The Company has complied with all the clauses of the listing agreement and has paid the listing fees for the financial year 2012-13.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the amendment made by The Companies (Amendment) Act, 2000 in Section 383 A of The Companies Act, 1956, Our Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary for the FY. 2011-12. The Shareholders have appointed M/s.D.N. Motwani & Co., Company Secretaries to issue the said certificate for the financial year 2011-12. Accordingly, the Certificate issued by M/s.D.N. Motwani & Co., Company Secretaries, in the format prescribed under the Companies (Compliance Certificate) Rules, 2001 in respect of the Compliance of the Provisions of the Companies Act, 1956 for the F.Y. 2011- 12 is attached.

The Board recommends appointing M/s D.N. Motwani & Co., Company Secretaries to certify the Compliance of the provisions of the Companies Act, 1956 for the F.Y. 2012-13.

FIXED DEPOSITS

The Company has not accepted deposits from public.

AUDITORS

You are requested to appoint the auditors for the current year and to fix their remuneration. The retiring auditors J.T. Shah & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from J.T. Shah & Co., to the effect that their re-appointment, if made, will be within the prescribed limits specified in Section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of the Auditors are explained wherever necessary in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/ explanations submitted by the Board as contemplated U/s.217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to thank all the Employees and the bankers of the company for their support in the operations of the Company.

For and on behalf of the Board of Directors

Date: 14.08.2012

Place: Ahmedabad

Vijay kumar Agrawal

Chairman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting their Annual Report together with AUDITED ACCOUNTS for the year ended on 31st March 2011.

FINANCIAL RESULTS

PARTICULARS Current Year Previous Year

(Rupees in Lacs) (Rupees in Lacs)

2010-11 2009-10

Sales(net) 2490.44 2294.06

Profit before Tax 166.38 139.54

Add: Prior Period Adjustment 0.00 (1.69)

Add:Excess Provision of Income Tax 166.38 137.85

Less: a. Current Tax (57.00) (46.00)

b. Fringe Benefit Tax

c. Deferred Tax (0.42) (10.86)

d. hurt provision of income Tax (2.32) 0.00

Net Profit 106.64 80.99

Add/Less: Balance brought from previous year 106.58 25.60

Balance carried to balance sheet 213.22 106.59

DIVIDEND

To plough back the profit for the capital expansion your Directors do not propose any dividend for the financial year 2010-11.

OPERATIONS

During the year under review, the Company's net sales increased to Rs. 2490.44 Lacs as compared to Rs.2294.06 Lacs during the previous year showing the growth of over 06.6% compared to previous year. Despite the steep price increase by the suppliers of the vital raw material on account of spiraling crude oil prices in the international market, the efficient management of resources and cost controls exercised by the Company Management, your Company has performed exceedingly well during the year and hopes to continue the growth momentum in the current year also.

PLANS AND PROSPECTS

Your Directors have a great sense of excitement at the unprecedented opportunities unfolding in the infrastructure sector and expect further boost to our industry as its future has been directly linked to the growth in the infrastructure and the related sectors.

On the whole, the business environment looks, encouraging, the demand for the Company's products continue to be robust in the home market. Your Company has plans, for rebottle necking of the existing facilities by carrying our modifications of the equipments as well as installation of additional machineries to improve the quality and control the costs of the products. Although your Directors are confident of maintaining the growth in the coming years, with new entrants and almost all manufactures enhancing their capacities, market will be fiercely competitive, there by margins are expected to be under some pressure.

DEPOSITORY SYSTEM

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL).This enables you to hold your shares in a dematerialized form with the depository.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for this facility are advised to dematerialize their shares in their own interest.

INSURANCE

All the assets of the Company have been adequately insured. PERSONNEL There were no employees drawing remuneration as mentioned under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Vijaykumar Agrawal retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. Shri Harishbhai D. Joshi retires by rotation at this Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors have selected such accounting polices 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 year under review,

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a 'going concern' basis.

LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange(s) A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Annual Report. The Company has complied with all the Clauses of the Listing Agreement and has paid the Listing fees for the financial year 2010-11. There is no trading of Shares in view of Suspension. The Company has approached the concerned Stock Exchanges for revocation of Suspension.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the amendment made by The Companies (Amendment) Act, 2000 in Section 383 A of The Companies Act, 1956, Our Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary for the F.Y. 2010-11. The Shareholders have appointed M/s.D.N. Motwani & Co., Company Secretaries to issue the said certificate for the financial year 2011-12. Accordingly, the Certificate issued by M/s.D.N. Motwani & Co., Company Secretaries, in the format prescribed under the Companies (Compliance Certificate) Rules, 2001 in respect of the Compliance of the Provisions of the Companies Act. 1956 for the F.Y. 2010- 11 is attached.

The Board recommends appointing M/s D.N. Motwani & Co., Company Secretaries to certify the Compliance of the provisions of the Companies Act, 1956 for the F.Y. 2011-12.

FIXED DEPOSITS

The Company has not accepted deposits from public.

AUDITORS

You are requested to appoint the auditors for the current year and to fix their remuneration. The retiring auditors J.T. Shah & Co., Chartered Accountants, are eligible and offer themselves for re- appointment. The Company has received a certificate from J.T. Shah & Co.. to the effect that their re-appointment, if made, will be within the prescribed limits specified in Section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of the Auditors are explained wherever necessary in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/ explanations submitted by the Board as contemplated U/s.217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to thank all the Employees and the bankers of the company for their support in the operations of the Company.

For and on behalf of the Board of Directors Date: 29.07.2011

Place: Ahmedabad

Vijaykumar Agrawal

Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with AUDITED ACCOUNTS for the year ended on 31st March 2010.

FINANCIAL RESULTS

PARTICULARS Current Year Previous Year (Rupees in Lacs) (Rupees in Lacs)

Sales(net) 2294.06 1872.27

Profit before Tax 139.54 69.34

Add: Prior Period Adjustment (1.69) 1.26

Add: Excess Provision of Income Tax 137.84 70.60

Less: a. Current Tax (46.00) (20.50)

b. Fringe Benefit Tax -- (2.20)

c. Deferred Tax (10.86) 0.55

Add/Less: Balance brought from previous year 25.60 (13.64)

Balance carried to balance sheet 106.59 25.60

DIVIDEND

To plough back the profit for the capital expansion your Directors do not propose any dividend for the financial year 2009-10.

OPERATIONS

During the year under review, the Companys net sales increased to Rs. 2294.06 Lacs as compared to Rs. 1872.27 Lacs during the previous year showing the growth of over 22.53% compared to previous year. Despite the steep price increase by the suppliers of the vital raw material on account of spiraling crude oil prices in the international prices, the efficient management of resources and cost controls exercised by the international prices, your Company has performed exceedingly well during the year and hopes to continue the growth momentum in the current year also.

PLANS AND PROSPECTS

Your Directors have a great sense of excitement at the unprecedented opportunities unfolding in the infrastructure sector and expect further boost to our industry as its future has been directly linked to the growth in the infrastructure and the related sectors.

On the whole, the business environment looks, encouraging, the demand for the Companys products continue to be robust in the home market. Your Company has plans, for debottlenecking of the existing facilities by carrying our modifications of the equipments as well as installation of additional machineries to improve the quality and control the costs of the products.

Although your Directors are confident of maintaining the growth in the coming years, with new entrants and almost all manufactures enhancing their capacities, market will be fiercely competitive, there by margins are expected to be under some pressure.

DEPOSITORY SYSTEM

Your Company has entered into an agreement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) This enables you to hold your shares in a dematerialized from with either of these depositories.

Since this mode facilitates quick transfers and prevents forgery, those shareholders who have not opted for this facility are advised to dematerialize their shares in their own interest.

INSURANCE

All the assets of the Company have been adequately insured.

PERSONNEL

There were no employees drawing remuneration as mentioned under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Shri Udaibhan B.Tripathi retires by rotation at this annual general meeting and being eligible offers himself for re-appointment.

Shri Vishal V. Agarwal retires by rotation at this annual general meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors have selected such accounting polices 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 year under review,

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT

Your Company is committed to good corporate governance practices. Under clause 49 of the listing agreement, your Directors are pleased to inform that your Company has implemented all the major stipulations prescribed under clause 49 of the listing agreement with the Stock Exchange(s) A certificate from the Statutory Auditors of the Company in line with clause 49 is annexed to and forms part of the Annual Report.

The Company has complied with all the Clauses of the Listing Agreement and has paid the Listing fees for the Financial year 2009-10.

There is no trading of Shares in view of Suspension. The Company has approached the concerned Stock Exchanges for revocation of Suspension.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the amendment made by The Companies (Amendment) Act, 2000 in Section 383 A of The Companies Act, 1956, Our Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary for the FY. 2009-10. The Shareholders have appointed M/s.D.N. Motwani & Co., Company Secretaries to issue the said certificate for the financial year 2010-11. Accordingly, the Certificate issued by M/s.D.N. Motwani & Co., Company Secretaries, in the format prescribed under the Companies (Compliance Certificate) Rules, 2001 in respect of the Compliance of the Provisions of the Companies Act, 1956 for the F.Y. 2009- 10 is attached.

The Board recommends to appoint M/s D.N. Motwani & Co., Company Secretaries to certify the Compliance of the provisions of the Companies Act, 1956 for the F.Y. 2010-11.

FIXED DEPOSITS

The Company has not accepted deposits from public.

AUDITORS

You are requested to appoint the auditors for the current year and to fix their remuneration. The retiring auditors J.T. Shah & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from J.T. Shah & Co., to the effect that their re-appointment, if made, will be within the prescribed limits specified in Section 224(1 -B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of the Auditors are explained wherever necessary in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/ explanations submitted by the Board as contemplated U/s.217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to thank all the Employees and the bankers of the company for their support in the operations of the Company.

For and on behalf of the Board of Directors

Date : 31.08.2010

Place: Ahmedabad Vijaykumar Agrawal Chairman & Managing Director