Directors Report of Excel Glasses Ltd.

Mar 31, 2015

The Directors present the Forty Third Annual Report, together with the audited Accounts of your Company for the accounting period ended 31 st March 2015.

1. FINANCIAL RESULTS

The performance of the Company for the financial year : 2014-15 is as under

(Rs. In Lacs)

2014-15 2012-14 (12 Months) (18 Months)

Net Sales & Other Income - 1877

Profit(Loss)Before Interest, (162) (570)

Dep. and Extra Ordinary Items

Less:

Interest 931 343

Depreciation - 610

Provision for Taxation

Profit (Loss) After Taxation (255) (1215)

The Management of the Company was compelled to suspend the operations of the Plant at various shifts due to « labour unrest & cessation of work by the workers unions from time to time even after signing of LTA and finally the Management declared lock out of the Company w.e.f. 27th December, 2012.

2. STATE OF AFFAIRS:

The company could not achieve any production for the current period after the first quarter due to lock out and conciliation is in progress. We expect to settle the issue at the earliest.

3. GENERAL OUTLOOK:

The Company has undertaken modification of the plant to increase Production.

4. HIGHLIGHTS OFTHEYEAR

The Company has not taken up production during the year due to lockout.

5. REFERENCETOB.I.F.R.

Company has filed a reference u/s 15 (I) of the Sick Industries

Companies (Special Provisions) Act 1965 (SICA) before Board for Industrial & Financial Reconstruction (B.I.F.R) informing the said Board that net worth of the Company had been fully eroded fully on 30-09-2012 and the Company has become a Sick Company.

6. DIVIDEND

Your Directors regret their inability to recommend any dividend in view of losses incurred.

7. RESERVES

The board reports that The Company has not transferred any amount to the reserves during the current financial year.

8. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes that have occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: .

There has been no material or significant orders that have been passed by the regulators or courts or tribunals impacting the going concern status.

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

The Company doesn't have the subsidiaries and associate companies as on the date of this report.

11. PUBLIC DEPOSITS:

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,2014.

12. AUDITORS

The statutory Auditors of the Company M/s Balakrishnan & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit committee and the Board of Directors recommend their appointment as statutory auditors of the Company for the next financial year. With regards, to observations/ qualifications mentioned in the auditor's report read with the notes on accounts are self explanatory and do not require further elucidation.

13. AUDITOR'S REPORT:

AUDIT QUALIFICATIONS

The qualifications in paragraph 4 and paragraph 5 of the attached Auditor's Report read with the notes on accounts are self explanatory except those points which are being explained as below:

The Company has prepared accounts for the year 2014-15 based on the concept of Going Concern. Certain provisions were made on the estimated basis and for known expenses were accounted in full. Your Directors have also noted the observation of the auditors along with the notes on accounts and wish to comment / clarify on the important observations as follows:

(i) The Company was steadily maintaining its books of accounts ' on the concept "going concern basis" in-spite of losses incurred by the Company. The Company has been referred to BIFR and expect various reliefs and concession. Accordingly the Company continues to follow its decision taken in the - previous years to maintain the accounts on the concept of going concern basis.

(ii) The Company is under lock out since 27.12.2012. Your Board of Directors are also facing the practical difficulty in getting confirmation in respect of Account Receivables from various debtors in a locked out Company. Thus we are not in a position to provide the required information on the realizable value of debtors.

(iii) The said Creditor though they were appointed as the internal auditor of the Company they have not given proper service as an internal auditor for the period. They have not done any Internal Audit work satisfactorily during the period and did not give any reports which they supposed to give to the Company as an internal Auditor. Your Board of Directors has noted this lack of responsibility from the part of a professional service provider very seriously and Board raised dispute on the amount due to the said creditor. Hence it is not payable by the company and accordingly it is not disclosed".

(iv) Due to continued labour unrest, the management was compelled to declare lock out of the unit on 27.12.2012. Since the Company is under lock out there are no skilled workers and management staff a available to conduct the stock verifications and thus your Board of directors are not in a position get the stock valuation done.

(v) Remedial steps are being taken on other adverse remarks raised in the Auditor's Report. However consequent to the lock out of the Company and continuous shortage of qualified staff, the implementation is delayed.

14. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Makarand Patwardhan & Co., Practicing Company Secretaries as Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31 st March, 2015 is annexed herewith as "Annexure 1. Your Directors have also noted the observation of the Secretarial Auditors and wish to comment/ clarify on the important observations as follows:

1. The Company is under lock out since 27.12.2012 and has already applied for Registered with BIFR. The Company is taking remedial steps on remark raised in the Secretarial Audit Report. However consequent to the lock out the Company and continuous shortage of qualified staff, the implementation is delayed.

2. The Company is closed since December 2012 and has already applied for registered for BIFR.The Company is in process of getting appointment of full time Director.

3. Company has not appointed Internal Audit, Cost Auditor and Company Secretary as company is under lock out and there is no operation since 27.12.2012.

15. SHARE CAPITAL:

The Authorized share capital of the company is Rs. 25 crore comprising equity share capital of Rs. 15 crore and preference share capital of Rs. 10 crore

16. EXTRACTOFANNUALRETURN:

The Board hereby attaches as Annexure 2 an extract of annual return in Form MGT-9 as envisaged under the provisions of the Companies Act, 2013.

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

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the "Annexure 3" hereto and forms part of this Report.

18. CORPORATE GOVERNANCE:

A separate report on the practices followed by the Company on Corporate Governance along with Auditor's certificate on its compliance is annexed and forms part of this report.

19. MANAGEMENT DISCUSSION & ANALAYSIS REPORT:

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure - 2 and forms part of this Report.

20. DEPOSITORY SYSTEM

Equity shares of the Company are tradable compulsorily in demat form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited through share transfer registrar. In view of the numerous advantages offered by the Depository system, members are requested to avail demat facility of the Company's shares.

21. DIRECTORS:

The following are the Board of Directors of the Company as on the date of this report:

DIN Directors Date of Appointment

06509470 Surendran Nair 06/03/2013

06978066 RamdasKKamat 04/09/2014

02808196 JayakumarChettiyar 14/05/2013

06597342 Tribhuvan K Pandey 30/03/2013

ReshmaKanade 09/03/2015

a. Change in Directorship during the year:

Mr.Basant K Soni, has resigned from the Board of Directors of the Company w.e.f. 4th September, 2015.

As perthe provisions of Section 149(1) of the Companies Act, 2013, the Company is required to have at least one Woman Director on its Board. Keeping in view of this requirement, Ms. Reshma Kanade has been appointed as a Director of the Company with effect from 9th March, 2015.

b. Statement on declaration given by Independent Directors under sub-section (6) of Section 149:

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,2013.

c. Familiarization programme undertaken for Independent Directors:

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed. Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a director.

e. Non-independent directors:

In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Ramdas Kamat retire by rotation, being eligible have offered themselves for re-appointment as Directors. Your Directors recommend their appointment as Directors of the Company.

22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended 31st March, 2015, Four Board Meetings were held, details of which are given in the Corporate Governance Report.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

23. MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 9th March 2015 wherein the performance of the Non-independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company did not extend any loans, guarantees or make any investments covered under the ambit of Section 186 of the Companies Act, 2013.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC -2 (As Enclosed Annexure-4).

26. PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards, 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 the end of the financial year and of the loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting recording accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

(v) 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.

(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

28. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual directors.

The Nomination and Remuneration Committee at its meeting established the criteria based on which the board will evaluate the performance of the directors. A separate exercise was carried out to evaluate the performance of individual Directors, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company etc. The performance evaluation of the Non Independent Directors and Board as a whole was also carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process and results thereof.

29. WHISTLE BLOWER POLICY:

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

None of the officials/personnel of the Company has been denied access to the Audit Committee. The Vigilance Officer/Chairman of Audit Committee has not received any complaint during the financial year ended 31 st March, 2015.

30. ACKNOWLEDGEMENTS:

An acknowledgement to all, who help us in its present crises.

By Order of the Board of Director

Surendran Nair

Mumbai: 26th August, 2015 Director

---

Mar 31, 2014

Dear Members

The Directors present the Annual Report, together with the audited Accounts of your Company for the accounting period ended 31st March 2014

FINANCIAL RESULTS

(Rs. In Lacs)

2012-14 2011-12 (18 Months) (9 Months)

Net Sales & Other Income 1877 5683

Profit(Loss)Before Interest, (570) (823)

Dep. and Extra Ordinary Items

Less:

Extra Ordinary/ Exceptional Items - -

Interest 343 238

Depreciation 610 338

Provision for Taxation - (1087)

Profit (Loss) After Taxation (1215) (2486)

The Company''s only plant located at Alappuzha (Kerala) had operations only during the first three months of the accounting period. Hence, the figures of the period under review are not comparable with those of previous period. During the period under review, the management of the Company was compelled to suspend the operations of the Plant at various shifts due to labour unrest & cessation of work by the workers unions from time to time even after signing of LTA and finally the Management declared lock out of the Company w.e.f 27th December, 2012.

STATE OF AFFAIRS:

The company could not achieve any production for the current period after the first quarter due to lock out and conciliation is in progress. We expect to settle the issue at the earliest.

GENERAL OUTLOOK:

The Company has undertaken modification of the plant to increase production.

HIGHLIGHTS OF THE YEAR

The Company has not taken up production during the year due to lockout.

REFERENCE TO B.I.F.R.

Company has filed a reference u/s 15 (I) of the Sick Industries Companies (Special Provisions) Act 1965 (SICA) before Board for Industrial & Financial Reconstruction (B.I.F.R) informing the said Board that net worth of the Company had been fully eroded fully on 30-09-2012 and the Company has become a sick Company.

DIVIDEND

Your Directors regret their inability to recommend any dividend in view of losses incurred.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or Interest was outstanding as on the balance sheet date.

DIRECTORS

The Board hereby accept the resignation of Mr.Prashant Somani, as Managaing Director of the Company w.e.f. 19th December, 2012 and Re-appointed as Director of the Company and he resigned from the Board of Directors of the Company w.e.f. 22nd May, 2013.

Mr.Vishnu Narayan Khanna, has resigned from the Board of Directors of the Company w.e.f. 7th March, 2013.

Mr.Gopal Das Mantri, has resigned from the Board of Directors of the Company w.e.f. 7th March, 2013.

Mr. Ramdas K. Kamat, Mr. Tribhuvan K. Pandey & Jayakumar K. Chettiyar, Director, are appointed as Independent Director liable to retire by rotation. A Brief resume of Director offering themselves for appointment is given in the Annexure to the Notice.

AUDITORS & AUDITOR''S REPORT

M/s. Joseph and Nampiathiri, Chartered Accountants, statutory auditors of the Company, retire at the ensuing Annual General Meeting and unwillingness to offer themselves for re-appointment. The Audit Committee at its meeting held on 04th September, 2014 recommended appointment of /s. Balkrishnan & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-15.

AUDIT QUALIFICATIONS

The qualifications in paragraph 4 and paragraph 5 of the attached Auditor''s Report read with the notes on accounts are self explanatory except those points which are being explained as below:

The Company has prepared accounts for the year 2013-14 based on the concept of Going Concern. Certain provisions were made on the estimated basis and for known expenses were accounted in full. Your Directors have also noted the observation of the auditors along with the notes on accounts and wish to comment / clarify on the important observations as follows:

(I) Due to continued labour unrest, the management was compelled to declare lock out of the unit on 27.12.2012. Since the Company is under lock out there are no skilled workers and management staff a available to conduct the stock verifications and thus your Board of Directors are not in a position get the stock valuation done.

(ii) The Company is under lock out since 27.12.2012. Your Board of Directors are also facing the practical difficulty in getting confirmation in respect of Account Receivables from various debtors in a locked out Company. Thus we are not in a position to provide the required information on the realizable value of debtors.

(iii) The Company was steadily maintaining its books of accounts on the concept "going concern basis" in-spite of losses incurred by the Company. The Company has been referred to BIFR and expect various reliefs and concession. Accordingly the Company continues to follow its decision taken in the previous years to maintain the accounts on the concept of going concern basis.

(iv) The said Creditor though they were appointed as the internal auditor of the Company they have not given proper service as an internal auditor for the period. They have not done any Internal Audit work satisfactorily during the period and did not give any reports which they supposed to give to the Company as an internal Auditor. Your Board of Directors has noted this lack of responsibility from the part of a professional service provider very seriously and Board raised dispute on the amount due to the said creditor. Hence it is not payable by the company and accordingly it is not disclosed".

(v) Remedial steps are being taken on other adverse remarks raised in the Auditor''s Report. However consequent to the lock out of the Company and continuous shortage of qualified staff, the implementation is delayed.

CORPORATE GOVERNANCE:

A separate report on the practices followed by the Company on Corporate Governance along with Auditor''s certificate on its compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the accounts for the period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) the Company 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 that year;

c) the Company 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 frauds and other irregularities;

d) the Company had. prepared the accounts for the period ended 31st March, 2014 on a going concern basis.

DEPOSITORY SYSTEM

Equity Shares of the Company are tradable compulsorily in demat form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited through share transfer registrar. In view of the numerous advantages offered by the Depository system, members are requested to avail demat facility of the Company''s shares.

By Order of the Board of Director

Surendran Nair Mumbai: 4th September, 2014 Director

---

Sep 30, 2012

TO THE MEMBERS

The Directors present the Annual Report, together with the audited Accounts of your Company for the accounting period ended 30th September, 2012.

FINANCIAL RESULTS

(Rs. In Lacs)

2011-12 2010-11 (9 Months) (15 Months)

Net Sales & Other Income 5683 1138

Profit(Loss)Before Interest, Dep. and Extra Ordinary Items (823) 43

LessiExtraOrdinary/Exceptional Items - (179)

Interest 238 79

Depreciation 338 140

Provision forTaxation made / Deferred Tax Asset reversed (1087) -

Profit (Loss) After Taxation (2486) 3

The Company''s only plant located at Alappuzha could start its operations only during the last quarter of the previous accounting period. Hence, the figures of the period under review are not comparable with those of previous period. During the period under review, the management of the Company was compelled to suspend the operations of the Plant at various shifts due to labour unrest & cessation of work by the workers unions from time to time during LTA discussion, resulting into loss of production. The company has undertaken complete rebuilding of the furnace, regenerator and Chimney and also mass overhauling and maintenance programs for the plant and machineries during last two years. The Company restarted all the machines in a phased manner during September, 2011 to September, 2012.

DIVIDEND

Your Directors regret their inability to recommend any dividend in view of losses incurred.

CAPITAL RESTRUCTURING

The Equity Share Capital of the Company stood at Rs.712 Lacs as on Balance Sheet date. During the period under review, the Company has given accounting effect of the scheme of arrangement entered into between the Excel Glasses Limited and its shareholders.

REFERENCETO B.I.F.R.

As per Audited Accounts of the Company, net worth of the Company eroded fully due to accumulated losses exceeding the networth and the Company became a Sick Industrial Company under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985. As required by law, a reference is to be made to Board for Industrial and Financial Reconstruction (BIFR) for determining the measures which should be adopted with respect to the Company to make the net worth positive.

REHABILITATION SCHEME

Promoters of the Company with the help of Government of Kerala, its Customers, Investors planned and implemented a revival plan for the Company. The entire revival plan consisted of financial arrangement from state level financial institutions, Promoters and support from the Government of Kerala by way of waiver of minimum demand charges by KSEB for closure period, interest and penalties on deferred sales tax, adjustment of VAT refunds dues to Company against the deferred sales tax liability, extending mining lease for basic raw material and lenient approach by the workers unions etc. Pending the final approvals from the Government of Kerala, the Company took initiatives to restart the plant in a phased manner with last glass forming line starting during September,2012.However, due to non grant of certain reliefs / concessions, which were necessary for revival, by the Government of Kerala and substantial increase in cost of sand and power, the Company could not turnaround its operations.

Based on the request of the Company, the Government of Kerala convened a meeting on 9th October, 2012 and advised KSIDC to conduct a fresh viability study of the Company based on current scenario. The Company will plan suitable actions based on the viability study report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

DIRECTORS

Mr. Ramesh Prabhu has resigned from the Board of Directors of the Company w.e.f. 10th July, 2012.

Mr. Gopaldas Mantri, Director, retire by rotation at the ensuring Annual General meeting.

AUDITORS & AUDITOR''S REPORT

The statutory Auditors of the Company M/s. Joseph and Nampiathiri, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the Company for the next financial year. With regards to observations / qualifications mentioned in the auditors report read with the notes on accounts are self explanatory and do not require further elucidation.

RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the accounts for the period ended 30th September,2012, the applicable accounting standards have been followed and no material departures have been made from the same;

b) the Company 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 period under review and of the profit or loss of the Company for that period;

c) the Company had 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 frauds and other irregularities;

d) the Company had prepared the accounts for the period ended 30th September, 2012 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report pursuant to CLAUSE 49 of the Listing Agreement is attached as Annexure and form part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with Auditor''s certificate on its compliance is annexed and forms part of this report.

PERSONNEL

The Company has signed Long Term Agreement with the Workers Unions , which shall be in force during next 5 years. However, the workers unions are raising certain issues on various occasions resulting into disruption of the production at several times. Based on the discussions held and the precarious financial situation of the Company, the management is hopeful that the workers unions shall extend their whole hearted support for peaceful operations in future. The Company did not employ during the period under review any employee whose particulars are required to be furnished under section 217(2A) of the Companies Act, 1956.

DEPOSITORY SYSTEM

Equity shares of the Company are tradable compulsorily in demat form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited through share transfer registrar. In view of the numerous advantages offered by the Depository system, members are requested to avail demat facility of the Company''s shares.

APPRECIATION

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the Customers, Suppliers, Business Associates, Investors, Government of Kerala, KSIDC, KFC and Shareholders.

For & on behalf of the Board

Prashant Somani

Mumbai: November 22,2012 Managing Director

---

Sep 30, 2010

The Directors present the Annual Report, together with the audited Accounts of your Company for the year ended 30th September, 2010.

REVIEW OF PERFORMANCE (Rs. in Lacs)

2009-10 2008-09 (12 months) (18 months)

Net Sales & Other Income - 2620

Profit (Loss) Before Extra

Ordinary Items (585) (1314)

Extra Ordinary Items 1823 (69)

Interest 565 864

Depreciation and Impairment of

Fixed Assets 595 418

Provision for Taxation - 3

Profit / (Loss) after Taxation 78 (2530)



Companys only plant located at Alappuzha (Kerala) remained closed for last whole year. The financial figures for the year under review are 12 months as compared to the previous accounting period of 18 Months, hence not comparable.

FINANCE

The equity share capital and preference share capital of the Company stood at Rs. 1409 Lacs and Rs.953 Lacs respectively and remained unchanged from the previous year.

Secured Loans stood at Rs.2596 Lacs as at 30th September, 2010 as compared with Rs.3672 Lacs as at 30.09.2009. The reduction is due to one time settlement of the dues of some of the secured lenders.

REVIVAL PLAN

Promoters of the Company with the help of Government of Kerala have planned a revival plan for the Company. The entire revival plan involve an estimated financial requirements of Rs.2400 Lacs in addition to the waiver of minimum demand charges for closure period, interest and penalties on deferred sales tax and rescheduling of the deferred sales tax installments. The Company proposes to restart the operations by the end of March, 2011.

DIVIDEND

Your Directors regret their inability to recommend any dividend in view of the losses suffered by the Company during the accounting period under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

DIRECTORS

Mr. Gopal Das Mantri, will retire by rotation, in accordance with he Articles of Association, at the forthcoming Annual General Meeting, and being eligible, offer himself for reappointment.

Brief resume of Director to be re-appointed, nature of his expertise in specific functional areas etc., as stipulated under Clause 49 of the listing agreement with the Stock Exchange is given alongwith the section on Corporate Governance in the Annual Report.

AUDITORS & AUDITORS REPORT

M/s. Joseph and Nampiathiri, Chartered Accountants, statutory auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment, if made would be in accordance with section 224(1 B) of the Companies Act, 1956. The Board recommend their appointment. As regards observations / qualifications mentioned in the auditors report read with the notes on accounts are self explanatory except those points which are being explained in the addendum to the director report

CORPORATE GOVERNANCE

A separate report on the practices followed by the Company on Corporate Governance along with Auditors certificate on its compliance is annexed and forms part of this report.

RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) the Company 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 that year;

c) the Company 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 frauds and other irregularities;

d) the Company had prepared the annual accounts on a going concern basis.

PERSONNEL

Relations between the management and workers were not cordial during the year under review in view of the continuous closure of the plant. The Company management with the help of various department of Government of Kerala have been able to explain the current position of the Company to workers unions. The workers unions of the Company have agreed not to put additional financial burden for a period of one year after the restarting of the operations and accordingly those disputed issues were largely sorted out amicably. The management is hopeful that the workers unions shall extend their whole hearted support during the period of construction and thereafter in future.

The Company did not employ during the period under review any employee whose particulars are required to be furnished under section 217(2A) of the Companies Act,1956.

DEPOSITORY SYSTEM

Equity shares of the Company are tradable compulsorily in demat form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited through share transfer registrar. In view of the numerous advantages offered by the Depository system, members are requested to avail demat facility of the Companys Equity shares.

APPRECIATION

The Board places on record its sincere gratitude to the Companys valued Customers, Suppliers, Business Associates, Government of Kerala and the Shareholders for their continued support, confidence and faith in the Company.

The Board wishes to place on record its appreciation of the total. commitment, dedication, wholehearted efforts and impressive contribution made by the employees at all fevels during this difficult year.

On behalf of the Board

Prashant Somani

Mumbai: December 1, 2010 Managing Director