Directors Report of Galaxy Agrico Exports Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 30^th Annual Report on the business and
operations of the Company and the Audited Financial Statements for the financial year
ended March 31, 2024.

1. performance highlights (Standalone)

Your Company has performed during the reporting period as follows:

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	732.40	571.22
Other income	15.33	44.42
Total revenue	747.73	615.64
Expenditure	818.93	668.69
Profit(loss) before Tax (PBT)	(71.21)	(53.06)
Exceptional Item	--	--
Tax Expenses:
Current Tax	0.00	0.00
MAT Credit Entitlement / Availed	0.00	0.00
Deferred Tax	(15.61)	(12.14)
Prior Period Tax	0.34	0.26
Other Comprehensive Income
(i) Items that will not be reclassified	7.34	14.64
to profit or loss
(ii) Income-tax relating to Items that	(1.85)	(3.69)
will not be Reclassified to Profit or
Loss
Net Profit/loss after tax (PAT)	(50.43)	(30.22)
EPS - Basic	(2.05)	(1.51)
EPS - Diluted	(2.05)	(1.51)

Note: Previous years figures have been regrouped / reclassified wherever necessary to
correspond with the current year''s classification/disclosure.

2. OPERATIONAL REVIEW:

During the year under review, company''s approach towards growth has delivered
satisfactory results during the year 2023-24 as the company has carried out business activity
during the year in comparison to the previous year. The company is expecting more revenue
and sure to grow in terms of net profit in the upcoming years. The company will strive to
improve its performance in long term prospects based on actual pace of global economy.

3. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has
considered it prudent not to recommend any dividend for the Financial Year under review.

4. transfer to reserves

During the year under review, the Company has not carried out business activities, therefore
the Company has not transferred any amount to Reserves.

5. share capital

The paid-up equity share capital of the Company as at 31^st March, 2024 consists of
27,31,620 equity shares of Rs. 10 each.

The Company has not issued shares or convertible securities or shares with differential
voting rights nor has granted any stock options or sweat equity or warrants during the year
under review. As on March 31, 2024, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.

6. conservation of energy, technology absorption and foreign exchange
earnings and outgo

The Company has introduced various measures to reduce energy consumption and install
the latest technologies.

Conservation of energy:

(i)	The steps taken or impact on conservation of energy	Company has already installed tools/ equipment for conservation of Electricity.
(ii)	The steps taken by the Company for utilizing alternate sources of energy	There is no need to take additional measure in this regard
(iii)	The capital investment on energy conservation equipment''s	The Company does not have any proposal for additional investment in this regard.

Technology absorption:

The research and experiments are carried on as part of the normal business activities
and as such no separate figures are available.

(i)	The efforts made toward technology absorption	Company is not required to make any efforts towards the technologies absorption during the year
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	Company is not required to acquire any technologies during the year

(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Company has not imported technologies during the year	any
	(a) The details of technology imported	Nil
	(b) The year of import;	Nil
	(c) Whether the technology been fully absorbed	Nil
	(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof	Nil
(iv)	The expenditure incurred on Research and Development	Nil

7. foreign exchange earnings / outgo: -

As the Company has not carried out any activities relating to the export and import during
the financial year. There is no foreign exchange expenses and foreign income during the
financial year.

8. subsidiaries, joint ventures and associates

Name of Company: Accumax Rings Limited

Accumax Rings Limited was a subsidiary of the Company which was under process of strike
off and the company was dissolved on 08.11.2019.

9. material changes and commitment if any affecting the financial position
of the company occurred between the end of the financialyear to which
the financial statements relate and the date of the report:

No material changes take place between the end of the financial year upto the date of
report which affect the financial position of the Company.

10. material changes and commitment if any affecting the financial position
of the company held during the financial year

There have been no significant events occurred during the year under review which affects
the Financial Position Balance Sheet date which requires any disclosure.

11. change in the nature of business

There has been no change in the nature of business of the Company in the period under
review.

12. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. Statutory Auditors

The Company''s auditors M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN
104571W) have been appointed for the first time as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, the Company has appointed them for a period of Five
years from conclusion of 27^th Annual General Meeting till the conclusion of 32^nd Annual
General Meeting.

M/s. H. B. Kalaria and Associates, Chartered Accountants (FRN 104571W), have informed
the Company that their appointment if made would be within the limits prescribed under
Section 141 of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review
process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as
their arm''s length relationship with the Company as well as declaring that they have not
taken up any prohibited non-audit assignments for the Company.

The Auditors comments on your company''s accounts for year ended March 31, 2024 are
self-explanatory in nature and do not require any explanation as per provisions of Section
134 (3) (f) of the Companies Act, 2013.

14. disclosure of reporting of fraud by AUDITORS under section 143(12):

During the financial year 2023-2024, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or
officers under section 143(12), the details of which need to be reported in Board''s Report.

15. COST AUDIT

The Company is not required to appoint a cost auditor for conducting the cost audit in
respect of the products manufactured by the Company as per the provisions of Section 148
of the Companies Act, 2013 for the period under review.

16. secretarial audit report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made
thereunder, the Company has appointed Ms. Janki Dedania, Practicing Company Secretary
as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the

Board''s Report and forms an integral part of this Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.

17. corporate social responsibility

The company does not fall under the purview of the section 135 of the Companies Act, 2013
which requires formulating a Corporate Social Responsibility Committee and adopting any
activities as specified in Schedule VII.

18. extract of annual return

The Annual Return of the Company as on March 31, 2024 is available on the Company''s
website and can be accessed at www.galaxyagrico.com.

19. declaration given by independent directors

The Company has received declarations from all its Independent Directors, confirming that
they meet the criteria of independence as prescribed under the Companies Act, 2013 and
Regulation 16(1)(b) of the Listing Regulations.

20. board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the contribution
of the individual director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated,
taking into account the views of executive directors and non-executive directors. The same
was discussed in the board meeting that followed the meeting of the independent Directors,
at which the performance of the Board, its committees and individual directors was also
discussed.

21. details of directors and key managerial personnel appointed/resigned
during the year

Your Company is having dynamic, qualified, experienced, committed and versatile
professionals in the Management of the Company. In pursuance to provisions of Section 203
of the Companies Act, 2013 ("the Act") read with relevant Rules there under, the personnel
of the Company who acted as "Key Managerial Personnel" during the year under review are
as appended below:

S. No.	Name of Director	Position
(i)	NATHABHAI JERAMBHAI SADARIA (DIN: 00167254)	MANAGING DIRECTOR
(ii)	MANOJ HARSUKHLAL SHAH (DIN: 02173383)	WHOLE TIME DIRECTOR
(iii)	SANJAY JAYANTILAL PATEL (DIN: 01632620)	WHOLE TIME DIRECTOR
(iv)	KIRAN BAVANJIBHAI GOVANI (DIN: 01294557)	INDEPENDENT DIRECTOR
(v)	*MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	INDEPENDENT DIRECTOR
(vi)	AJAY RAMJIBHAI PATEL (DIN: 00167284)	INDEPENDENT DIRECTOR
(vii)	JAGDISH MANSHUKHLAL SHAH (DIN: 07158142)	INDEPENDENT DIRECTOR
(viii)	MAUSAMIBEN PARESHBHAI SADARIA (DIN: 07046365)	WOMEN DIRECTOR

Changes in Composition of Board of Director after the closure of Financial year:

a. *The Company regrets to inform about the sad demise of Mr. Mansukhlal Nathabhai Govani
(DIN:02167809), Non-Executive Independent Director of the Company w.e.f. 30.09.2024, his
sudden and sad demise will be an irreparable loss to the Company.

b. As a requirement to Regulation 30 of the SEBI Listing Regulations, the Company needs to
appoint an Independent director in place of Mr. Mansukhlal Nathabhai Govani therefore
Company on the recommendations of the Nomination and Remuneration Committee, the
Board of Directors of the Company has, on May 24,2024, appointed Mr. Jay Nayak (DIN:
05174213) as Additional Directors (Non- Executive, Independent) of the Company. The
Board has now proposed to regularise the Director as a Non- Executive, Independent
Director at an ensuing Annual General meeting subject to the approval of Members.

c. The Board of Director in there meeting held on 11^th July, 2024 has appoint Mr. Abhay
Vasantrao Galgate (DIN: 09596308) as the Additional Executive Director of the Company.
The Board has now proposed to appoint Mr. Abhay Vasantrao Galgate (DIN: 09596308) as a
Executive Director at an ensuing Annual General meeting subject to the approval of
Members.

d. The Board of Director in there meeting held on 11^th July, 2024 has appoint Ms. Richa
Kachhawaha (DIN: 10702959) as the Additional Non- Executive, Independent Director of the
Company. The Board has now proposed to appoint Mr. Abhay Vasantrao Galgate (DIN:
09596308) as a Non- Executive, Independent Director at an ensuing Annual General meeting
subject to the approval of Members.

e. The Board of Director in there meeting held on 11^th July, 2024 has appoint Mr. Satish
Chander Notiyal (DIN: 06381387) as the Additional Non- Executive, Independent Director of
the Company. The Board has now proposed to appoint Mr. Satish Chander Notiyal (DIN:
06381387) as a Non- Executive, Independent Director at an ensuing Annual General meeting
subject to the approval of Members.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section
6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015.

22. number of meetings of the board of directors

During the year 07 (Seven) Board meetings were convened and held, details of which are

sc fnlln\A/s^-

Sr. No.	Date of Board meeting	No. of Directors entitled to attend	No. of Directors Present
01	25.05.2023	8	8
02	26.05.2023	8	8
03	12.08.2023	8	8
04	10.10.2023	8	8
05	04.11.2023	8	8
06	20.11.2023	8	8
07	09.02.2024	8	8

23. vigil mechanism/whistle blower policy for directors and employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy,
for its Directors and Employees, to provide a framework to facilitate responsible and
secure reporting of concerns of unethical behaviour, actual or suspected fraud or
violation of the Company''s Code of Conduct & Ethics. The details of establishment of
Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and
the web link to the same is http://www.galaxyagrico.com/vigil_mechanism.html

24. AUDIT COMMITTEE

The Audit Committee comprises of 3 members where 2 directors are non-Executive
independent directors. Accordingly, the Company has complied with the requirements of
Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015

relating to composition of Audit Committee _:

Name of Member	Category	Status	Date of Meeting
			26.05.2023	12.08.2023	04.11.2023	09.02.2024
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	Non-Executive Independent Director	Chairman	V	V	V	V

MANOJ HARSUKHLAL SHAH (DIN: 02173383)	Executive Director	Member	V	V	V	V
AJAY RAMJIBHAI PATEL(DIN: 00167284)	Non-Executive Independent Director	Member	V	V	V	V

The Audit Committee has reviewed financial condition and results of operations and
analysis, statement of significant related party transactions as submitted by the
management, and other information as mentioned in part C Schedule II of SEBI (Listing
Obligations and disclosure Requirement) Regulations, 2015. The chairperson of Audit
Committee was present at the last AGM.

25. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing obligation and Disclosure Requirement) Regulations 2015, the Nomination and
Remuneration Committee comprises of 3 Non-Executive Independent Directors. The
Chairman of the Committee is an Independent Director. Accordingly, the Company has
complied with the requirements of Regulation 19 of SEBI (Listing obligation and Disclosure
Requirement) Regulations 2015 relating to composition of Nomination and Remuneration
Committee.

The Board of Directors has formulated a Policy which lays down a framework for selection
and appointment of Directors and Senior Management and for determining qualifications,
positive attributes and independence of Directors. The Board has also formulated a Policy
relating to remuneration of Directors, members of Senior Management and Key Managerial
Personnel.

The Nomination and Remuneration Committee met once during the year on dated 26^th May,
2023 and the attendance of members at the meetings was as follows:

Name of Member	Category	Status	No. of Meetings attended /held
AJAY RAMJIBHAI PATEL (DIN: 00167284)	Non-Executive Independent Director	Chairman	1/1
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	Non-Executive Independent Director	Member	1/1
JAGDISH MANSHUKHLAL SHAH (DIN: 07158142)	Non-Executive Independent Director	Member	1/1

26. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

In compliance with Section 178 of the Companies Act, 2013 and, Regulation 20 of SEBI
(Listing obligation and Disclosure Requirement) Regulations 2015 the Board has constituted

Stakeholders Relationship Committee. The Committee met once during the year on dated
26^th May, 2023 and the attendance of members at the meetings was as follows:

Name of Member	Category	Status	No. of Meetings attended /held
AJAY RAMJIBHAI PATEL (DIN: 00167284)	Non-Executive Independent Director	Chairman	1/1
MASUKHLAL NATHABHAI GOVANI (DIN: 02167809)	Non-Executive Independent Director	Member	1/1
JAGDISH MANSHUKHLAL SHAH (DIN: 07158142)	Non-Executive Independent Director	Member	1/1

The Stakeholders Relationship Committee is primarily review all matters connected with the
Company''s transfer of securities and Redressal of shareholders''/investors''/security holders''
complaints. The committee also monitors the implementation and compliance with the
Company''s Code of Conduct for prohibition of Insider Trading.

27. sexual harrassement committee

The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has complied with provisions relating to the constitution of Committee which
redresses complaints received on sexual harassment. During the financial year under review,
the Company has not received any complaints of sexual harassment from any of the women
employees of the Company.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has neither given any loans, guarantee or provided any security in connection
with a loan nor made any investments covered under the provisions of Section 186 of the
Companies Act, 2013 during the year under review.

29. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year under
review were in the ordinary course of business and on arm''s length basis. All transactions
entered with related parties were in compliance with the applicable provisions of the
Companies Act, 2013 read with the relevant rules made thereunder and the Listing
Regulations.

There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the Company at large. All related party transactions are
placed before the Audit Committee and the Board for approval, if applicable.

In line with the requirements of the Act and Listing Regulations, your Company has
formulated a policy on related party transactions which is also available on Company''s
website at the link https://www.galaxyagrico.com/related party policy.html This policy
deals with the review and approval of related party transactions. The Board of Directors of
the Company has approved the criteria for giving the omnibus approval by the Audit
Committee within the overall framework of the policy on related party transactions.

The transactions are being reported in Form AOC-2 i.e. Annexure -A in terms of Section 134
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of
the transactions with Related Party are provided in the Company''s financial statements Note
No. 32 in accordance with the Accounting Standards.

30. managerial remuneration

a. Remuneration to Directors and Key Managerial Personnel

1. The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the period under review, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the period
under review and the comparison of remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP	Remuneration of Director/ KMP in Rs.	% increase/ decrease in Remuneration	Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1	Manoj Harsukhlal Shah (DIN:02173383)	10,20,000.00	(4.85%)	7.07
2	Sanjay Jayantilal Patel (DIN:01632620)	10,20,000.00	(4.85%)	7.07

*Note: Independent Directors are entitled to sitting fees and commission as per the
statutory provisions and within the limits approved by shareholders. Details in the
corresponding columns are applicable for Whole-time Directors and KMPs.

2. The median remuneration of employees of the Company during the period under
review was Rs. 1,44,144.00;

3. In the financial year, there was a increase of 16.68% in the median remuneration of
employees;

4. There were 67 permanent employees on the rolls of the Company as on March 31,
2024.

5. Average percentage increase made in the salaries of employees other than the
managerial personnel in the last financial year was 16.68%.

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated
in Section 197 of the Companies Act, 2013.

31. corporate governance report

Pursuant to Regulation 15(2) of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015, compliance of Regulation - 17 to 27, Regulation - 46 (2) (b) to (i) and
Para-C, D and E of Schedule V, shall not apply to the listed Companies having paid up
equity share capital not exceeding rupees ten crore and net worth not exceeding rupees
twenty-five crore, as on the last day of the previous financial year.

The paid-up equity Share capital of the Company and net worth of the Company as on
31st March, 2024 does not exceed the stipulated criteria of rupees ten crore and rupees
twenty-five crore respectively. Hence the Company the provision of Corporate
Governance is not applicable on the Company.

32. risk management policy

The Company has a robust Risk Management framework to identify measure and
mitigate business risks and opportunities. This framework seeks to create transparency,
minimize adverse impact on the business objective and enhance the Company''s
competitive advantage. This risk framework thus helps in managing market, credit and
operations risks and quantifies exposure and potential impact at a Company level.

33. director''s responsibility statement

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, with respect to

Directors Responsibility Statement it is hereby confirmed that:

(a) that in the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material
departures, if any;

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

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down Internal Financial controls to be followed by the
Company and that such Internal Financial controls are adequate and were operating
effectively.

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

34. LISTING:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has
paid the annual listing fees for the financial year 2023-24 to the said Stock Exchange.

35. OTHERS

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

1. Details relating to issue of equity shares including sweat equity shares and shares
with differential rights as to dividend, voting or otherwise, since there was no such
issue of shares.

2. None of the Whole-Time Directors of the Company received any remuneration or
commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company''s operations in future.

4. Your Directors further state that during the period under review, there were no cases
filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

36. Acknowledgements

We take this opportunity to thank the employees for their dedicated service and
contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued
support to the Company.

For and on behalf of the Board of Directors
Galaxy Agrico Exports Limited

Sd/-_ Sd/-_

Nathabhai J. Sadariya Manoj H. Shah

Chairman and Managing Director Whole Time Director

DIN: 00167254 DIN: 02173383

Date: 02.05.2024
Place: Shapar

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the TWENTY FIRST ANNUAL REPORT of the company together with the Annual Audited Financial Statements for the year ended 31st MARCH, 2015.

01] FINANCIAL RESULTS: [In Lacs]

Particulars 2014-15 2013-14

Revenue From Operations (Net) 486.67 576.30

Earnings before Interest, Depreciation and Tax 65.36 61.19

Less: Finance Costs (30.99) (40.92)

Depreciation (175.93) (41.52)

Add: Other Income 5.49 5.23

Profit / (Loss) Before Tax (136.07) (15.99)

Less: Tax Expense

Net Current Tax - -

Deferred Tax (37.40) (4.03)

Short provision for tax of previous year - -

Profit / (Loss) After Tax (98.67) (11.97)

Balance Brought Forward from Previous Year 110.43 122.39

Balance Carried Forward to BALANCE SHEET 11.76 110.43

02] FINANCIAL PERFORMANCE:

During the year 2014-15, the total income of the Company amounted to 486.67 Lacs as compared to 576.30 Lacs in the previous year. The economy is showing down trend and simultaneously result of company is also affected. Further from the year 2014-15 there is a change in Depreciation of the assets. Because of new applicable rate of the depreciation, the company showing figures of huge loss before tax. It is very distressing to note that the reserve was wiped out because of loss of the company in present year.

03] DIVIDEND:

The company has generated loss for the current year. The Board of Director did not recommended any dividend..

04] TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to the general reserve.

05] EXTRACT OF ANNUAL RETURN:

Pursuant to the requirement under Section 134(3)(a), extract of annual return in form MGT-9 is appended as Annexure 1 to this report.

06] BOARD MEETINGS:

The Board of Directors met Seven (7) times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

The dates of meeting are as under

27/05/2014 29/05/2014 31/07/2014 05/09/2014

11/11/2014 05/01/2015 10/02/2015

07] DIRECTORS:

There is a material change in the Board of Directors. Mr. Bharat Trambaklal Shah (Din 00167314) and Mr. Shashikant Bhalodi (Din : 00167298) (Independent Director) have resigned from the post of Director w.e.f 05th September 2014.

Mr.Mansukhlal Nathabhai Goani (Din 02167809) AND Mr. Kirankumar Bavanjibhai Govani (Din: 01294557) are appointed as a Independent Director w.e.f 30th September 2014.

One Women Director Mrs. Mausami Sadaria ( Din: 07046365) was appointed as an additional Director

Shri Sanjay J. Patel (Din - 01632620) retires by rotation and being eligible, offers himself for re-appointment.

08] DEPOSIT

The company has not accepted any deposit during the financial year.

09] DECLARATION OF INDEPENDENT DIRECTOR'S:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

10] SUBSIDIARIES:

A wholly-owned subsidiary in the name of "Accumax Rings Limited" has been incorporated in the month of April, 2013. The subsidiary has been established to focus on the Forged Rings business. Your Company will thereafter focus on the Agriculture Equipments & Trading business. The statement containing salient features of the financial statement of the company's subsidiary in the prescribed form AOC-1 is appended as Annexure 2 to this report.

11] CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

12] DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 ended 31st March, 2015 and of the Profit/loss of the Company for that year;

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis;

(v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and are operating effectively; and

(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13] NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors and their remuneration. The Information about Remuneration Policy is stated in the Corporate Governance Report.

14] AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement this company has formed the audit committee. The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters. All the recommendations made by the Audit Committee were accepted by the Board.

15] VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises of group of senior executives of the Company. Protected disclosures can be made by a whistle blower. The policy for the same has been disclosed on the company website at www.galaxyagrico.com

16] DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013:

Investments made and Loans given are disclosed under the respective heads in financial statement. Your Company has not given any Corporate Guarantees in respect of loans as at 31.03.2015.

17] CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are disclosed in Note No. 30 of the Standalone Financial Statements. There is no transaction of related party which is required to show under format AOC-2 attached as Annexure - 3

18] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

19] FOREIGN EXCHANGE EARNINGS AND OUTGO: [in lakhs]

Particulars 2014-15 2013-14

Total foreign Exchange earned 123.70 68.09

Total foreign Exchange expended 3.68 -

20] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.:

Your Company has given utmost priority for conversation of energy while making technical selection of machinery and shall continue to do the same in all the areas in future.

A. Power & Fuel Consumption

Particulars 2014-15 2013-14

(i) Electricity

Units (Numbers) 15,23,250 15,34,470

Total Amount (Rs. in Lakhs) 126.47 138.59

Rate/Unit (Rs.) 8.30 9.03

B. Technology Absorption

The Company has not taken any new technology in particular nor entered into any technology agreement during the period hence the information required is not applicable. The technology used by the Company is indigenously developed and no technology has been imported.

C. Environment

Your company has taken due care so as not to disturb the ecological balance of the region. The company has also planted a number of trees in the surrounding area so as to keep the environment pollution-free.

21] RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving the objectives of the Company. The internal control systems are commensurate with the nature and size of the business of the Company.

The company has published its risk management policy in the web site. The link of the website is www.galaxyagrico.com

22] CORPORATE SOCIAL RESPONSIBILTY:

Since the company does not fall in the criteria mentioned in Section 135(1) of the Companies Act, 2013, the said provisions do not apply to your company.

23] EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY & ESOP:

No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issued during the year.

24] RESIGNATION OF CS MINAL SHAH (COMPANY SECRETARY)

Company had appointed C.S. Minal Shah bearing membership number 27332 on 28.06.2011 and was holding office upto 03.04.2015. She has tender her resignation letter and same was accepted by the board on 20.04.2015 and for same to make it effective board has filled form Dir-12.

25] AUDITORS:

Mr. Arun M. Kothari, auditor of the company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Arun M. Kothari have indicated his willingness to act as such and has confirmed that his re-appointment, if made, shall be within the limits of Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re- appointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

26] SECRETARIAL AUDITOR:

The Board has appointed Mr. Piyush Jethva, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 4 to this Report.

The clarification on some noting in the secretarial audit report

1. It is a procedural lapse on the part of the Company and no malafied intention involved.

2. The Company has given intimation to stock exchange but not displayed it on website.

3. The Company will comply with the requirement soon.

4. The advertisement was published on 09th September 2015. The dispatch was completed before publication of advertisement.

27] PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

28] DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has always believed in providing a safe and harassment free workplace for every individual working in through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at corporate office as well as at site locations. the company has formulated the Internal Complaints Committee as under

NAME OF DIRECTOR STATUS

Mrs. Mausamiben Sadaria Chairman

Mr. Nathabhai Sadaria Member

Mr. Manoh H. Shah Member

Mr. Sanjay Patel Member

During the year ended 31 March, 2015, the ICC has received no complaints pertaining to sexual harassment

29] CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied with in letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report.

30] BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

31] APPRECIATION:

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. Your Directors also place on record their gratitude to Shareholders & Bankers for their valued support.

For & on behalf of the Board of Directors,

Sd/ Sd/ Nathabhai J. Sadariya Manoj H. Shah (Managing Director) (Whole Time Director)

Place : Veraval -Shapar Date : 31/08/2015

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT and Audited Accounts of your company for the year ended 31st March, 2014.

Financial Performance

[Rs. In Lakhs]

Particulars 2013-14 2012-13

Revenue From Operations (Net) 576.30 546.24

Earnings before Interest, 61.19 (9.28) Depreciation and Tax

Less: Finance Costs (40.92) (41.46)

Depreciation (41.52) (36.30)

Add: Other Income 5.23 7.82

Profit / (Loss) Before Tax (15.99) (79.22)

Less: Tax Expense

Net Current Tax - -

Deferred Tax (4.03) 4.36

Short provision for tax of previous year - 0.01

Profit / (Loss) After Tax (11.97) (83.59)

Dividend

The directors do not recommend any dividend for the year ended 31st March, 2014.

Performance

Your Company recorded a Net Revenue of Rs.576.30 Lakhs as compared to Rs.546.24 Lakhs in the previous year, thus showing a increase of 5.50%. It incurred Net Loss of Rs. 11.97 Lakhs as compared to Net Loss of Rs.83.59 Lakhs in the previous year.

Subsidiary

A wholly-owned subsidiary in the name of "Accumax Rings Limited" was incorporated in the month of April, 2013. The subsidiary was established to focus on the Forged Rings business and your Company was to transfer its segmental assets and liabilities pertaining to the Forged Rings to its wholly-owned subsidiary. The reason to transfer this business to the subsidiary was to focus on its core activities of manufacturing and export of agriculture implements.

However since last one year, the export market for the agricultre implements has remained subdued. Your company, which was largely focused on the US markets for its agriculture implement business, is facing stiff competition leading to a very moderate growth in the said business.

Further under the newly elected Government, the domestic business sentiments have also changed for the better as it takes the right steps to provide an impetus to economy and industry, reignite industry demand even while enforcing fiscal prudence and contain inflation. This will also help the automobile industry which will lead to increased business of Forged rings where your company is taking steps to increase its footprints

In view of the above, your board feels that it would be in the long term interest of all the stakeholders to continue the bearing ring manufacturing business in the company itself and not to transfer the same to its subsidiary.

Directors

During the year under review, Shri Jayantibhai D. Patel (DIN - 00243132), Managing Director of the company passed away. The company would like to place on record the contribution made by Late Shri Jayantibhai D. Patel during his tenure as the Managing Director of the Company. The Company has appointed Shri Nathabhai J. Sadaria (DIN - 00167254) as the Managing Director of the company. Shri Manoj H. Shah (DIN - 02173383) and Mr. Ajay R. Patel (DIN- 00167284) retires by rotation and being eligible, offers himself for re-appointment.

Responsibility Statement

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

* that in the preparation of the annual accounts, the applicable accounting standards have been followed;

* 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 ended 31st March, 2014 and of the Loss of the Company for that year;

* that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the Directors have prepared the annual accounts on a going concern basis.

Corporate Governance

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied with in letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement the Audit Committee comprises of the following Directors:

Mr. Bharat T. Shah

Mr. Manoj H. Shah

Mr. Ajay R. Patel

The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters.

Auditors

Arun M. Kothari, Chartered Accountant, auditor of the company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. Arun M. Kothari has indicated his willingness to act as such and has confirmed that his re-appointment, if made, shall be within the limits of Section 141(3)(g) of the Companies Act, 2013.

The observation made by the Auditor in his report with regards to Accounting Standard 15 "Employee Benefits" has been clarified in the relevant Note-J of Statement on Significant Accounting Policies forming part of the financial statements, which is self-explanatory.

Conservation of energy, Technology absorption and Foreign exchange earnings and outgo

Your Company has given utmost priority for conversation of energy while making technical selection of machinery and shall continue to do the same in all the areas in future.

c. Technology Absorption

The Company has not taken any new technology in particular nor entered into any technology agreement during the period hence the information required is not applicable.

The technology used by the Company is indigenously developed and no technology has been imported.

Environment

Your company has taken due care so as not to disturb the ecological balance of the region. The company has also planted a number of trees in the surrounding area so as to keep the environment pollution-free.

Particulars of Employees

There are no Employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

Appreciation

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. Your Directors also place on record their gratitude to Shareholders & Bankers for their valued support.

For and on behalf of the Board,

Sd/- Sd/- Nathabhai J. Sadariya Manoj H. Shah Managing Director Director

Rajkot, 28th May, 2014

---

Mar 31, 2012

To,The Members of GALAXY AGRICO EXPORTS LTD.,

The Directors have pleasure in presenting the Eighteenth Annual Report along with the Audited Accounts of your company for the Financial Year ended on 31st March, 2012.

[Rs. In Lakhs]

FINANCIAL RESULTS 2011-12 2010-11

Revenue From Operations (Net) 584.61 464.82

Other Income 19.87 17.01

Total Income 604.48 481.83

Profit Before Finance Costs and Depreciation 92.97 74.53

Less : Finance Costs 32.86 15.48

Depreciation 36.80 34.36

Profit Before Tax [PBT] 23.31 24.69

Less : Provision for Tax:

Net Current Tax 0.19 4.60

Deferred Tax 10.38 12.72

Short provision for tax of previous year 0.02 --

Profit After Tax [PAT] 12.73 7.37

Add : Profit brought forward from previous years193.27 185.90

Surplus Carried Forward 206.00 193.27

DIVIDEND:

Your directors do not recommend any dividend for the F.Y. 2011-12.

OPERATIONS:

The Company recorded a total income of Rs.604.48 Lakhs as compared to Rs.481.83 Lakhs in the previous year, thus showing an increase of 25%. It made Profit after tax of Rs. 12.73 Lakhs as compared to Rs.7.37 Lakhs in the previous year.

The company continues to focus on manufacturing of forged rings and has sold off major portion of its Plant and Machinery pertaining to manufacturing of Agricultural implements. The company is in the process of expanding its capacities in the manufacturing of forged rings which would be completed in the upcoming financial year.

DIRECTORS:

Shri Ajay R. Patel and Shri Manoj H. Shah retire by rotation and being eligible, offer themselves for re- appointment.

Shri Jayantibhai Patel is re-appointed as a Managing Director w.e.f 01st April 2012 in Extra Ordinary General Meeting held on 31st March 2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the directors of your company confirm that:

the Annual Accounts for the year ended 31st March 2012 have been prepared in accordance with the Revised Schedule VI applicable to the Company with all the applicable Accounting Standards;

such Accounting Policies have been selected and applied consistently supported by management 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 of the Company for that period;

proper and sufficient care had been taken for the maintenance of adequate Accounting Records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Accounts for the year ended 31st March 2012 have been prepared on a "going concern" basis;

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges are complied within letter and spirit. A certificate regarding compliance of conditions of corporate governance is appended to this report.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement the Audit Committee comprises of the following Directors:

Mr. Bharat T. Shah Mr. Ajay R. Patel Mr. Manoj H. Shah

The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters.

AUDITORS:

ARUN M. KOTHARI, auditor of the Company will retire at the ensuing Annual General Meeting and is eligible for re-appointment for F.Y. 2012-13. ARUN M. KOTHARI has indicated his willingness to act as such and has confirmed that his re-appointment, if made, would be within the limits specified under Section 224(1-B) of the Companies Act, 1956.

B. Consumption per unit of Production:

Your company manufactures variety of products. The products, before reaching the finishing stage, passes through various operations. It is, therefore, not feasible to furnish the information in respect of consumption of power and fuel per unit of production.

ENVIRONMENT:

Your company has taken due care not to disturb the ecological balance of the region. The company has also planted number of trees in the surrounding area to keep the environment pollution free.

PARTICULARS OF EMPLOYEES:

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your directors wish to express their appreciation to all the employees of the Company for their excellent support and co-operation in achieving the Organizational Goals during the period under review. The Board wishes to thank the Government, Company's Bankers and all other Institutions connected with the company who have extended their support to the company during its operations.

For and on behalf of the Board,

JAYANTILAL D. PATEL MANOJ H. SHAH

Chairman & Managing Director Director

Rajkot, 4th August, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting their SIXTEENTH ANNUAL REPORT and the Audited Statement of Accounts of your company for the year ended 31st MARCH, 2010

01) FINANCIAL RESULTS: [ Rs. in Lacs]



Particulars 31.03.10 31.03.09

Total Income 592.16 672,19

Total Expenditure excluding Interest & Depreciation 580.77 584.69

Profit before Interest & Depreciation 11.39 87.50

Less : Interest & Financial charges 18.11 32.70

Depreciation & Miscellaneous Expenditure Written Off 34.27 42.34

Profit/(Loss) before tax (40.99) 12.46

Less : Provision for Tax:

Current Tax Nil 0.80

Deferred Tax (1.53) 4.01

Fringe Benefit Tax Nil 0.46

Profit/(Loss) after tax (39.46) 7.19

Balance of P&L A/c. Brought Forward from Previous Year 229.17 226.45

Add : Excess/(Short) Provision of Tax of earlier year 0.30 0.22

Less : Prior Period Expenses Nil (4.69)

Balance of P&L A/c. Carried Forward to Balance Sheet 190.01 229.17



02) DIVIDEND:

Your directors do not recommend any dividend for the year ended on 31st March, 2010.

03) OPERATIONS:

The Company recorded a lower net turnover of Rs. 528.50 Lac as compared to Rs. 692.15 Lac in the previous year and Loss after tax of Rs. 39.46 Lac as compared to Profit of Rs. 7.19 Lac in the previous year.

During the year, the company sold off major portion of its Plant and Machinery used for manufacturing of Agricultural implements and proposes to dispose off the remaining Plant and Machinery of Agricultural implements as an when they get the buyer for the same. Company has set up a manufacturing unit of bearing rings. In future company will expand its capacity in manufacturing bearing rings.

04) RESPONSIBILITY STATEMENT:

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 ended 31st MARCH, 2010 and of the Loss of the Company for that year;

(Hi) that the Directors 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 fraud and other irregularities;

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

05) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Your Company has given utmost priority for conversation of energy and shall continue to do the same in future.

A. Power & Fuel Consumption:

(i) I Electricity 2009-2010 2008-2009

a) Purchased:.

Units 1460752 487272

Total Amount Rs. 93,69,265 37,99,983

Rate/Unit Rs. 6.41 7.80

b) Own Generation Nil Nil

Quantity (Ltrs.) 23740 113246

Total Cost Rs. 5,70,186 21,53,288

1 Average Cost (Per Ltr.) Rs. 24.02 19.01



B. Consumption per unit of Production:

Your company manufactures variety of products. The products, before reaching the finishing stage, passes through various operations. It is, therefore, not feasible to furnish the information in respect of consumption of power and fuel per unit of production.

C Foreign Exchange Earning & Outgo:.

[Amt. in tecs]

I 2009-2010 2008-2009

Foreign Exchange earned Rs. 270.12 610.35

Foreign Exchange used US $ Nil 0.10



06} Environment:

Your company has taken due care not to disturb the ecological balance of the region. The company also planted number of trees in the surrounding area to keep the environment pollution free.

07) DIRECTORS:

Shri Manoj H. Shah and Shri Sanjay J. Patel retire by rotation and being eligible offer themselves for re-appointment.

08) PARTICULARS OF EMPLOYEES:

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

09) AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement the Audit Committee comprises of the following Directors:

Mr. Bharat T. Shah Mr. Ajay R. Patel Mr. Manoj H. Shah

The Audit Committee of the Board of Directors reviews, acts and reports to the Board with respect to various auditing and accounting matters.

10) AUDITORS:

M/s. Mistry & Associates Chartered Accountants retired as Auditors of the company. The Company had appointed ARUN M. KOTHARI, Chartered Accountant, as Auditor of the company. He will retire at the ensuing Annual General Meeting and is eligible for reappointment and has indicated his willingness to act as such. Your Directors request you to appoint him as Auditor for the current financial year. He has furnished a certificate to the Company to the effect that his appointment, if made, will be in accordance with the limits specified in Section 224 (IB) of the Companies Act, 1956.

11) CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditors Certificate on its compliance is attached as a part of the Annual Report.

12) ACKNOWLEDGEMENT:

Your directors wish to express their appreciation to all employees of the Company for their excellent support and co-operation in achieving the Organizational Goats during the period under review. The Board wishes to thank the Government, Companys Bankers and all other Institutions connected with the company who have extended their support to the company during its operations.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS,

Jayantilal D.Patel Manoj. H. Shah

Chairman & Managing Director Director

Rajkot, Dated 20th July, 2010