Directors Report of Gothi Plascon (India) Ltd.

Mar 31, 2025

Your Company''s Directors are pleased to present the 30^th Annual Report of the Company, along
with Audited Accounts, for the Financial Year ended 31st March, 2025 along with the auditors
report and notes to the accounts thereon which forms part of this report.

FINANCIAL RESULTS

The highlights of the financial of your company are as under:

Rs. (In Lacs)

PARTICULARS	31/03/2025	31/03/2024
Income	440.43	437.70
Total Expenses	216.73	194.67
Profit before depreciation	260.01	243.03
Depreciation	36.31	35.73
Profit / (loss) before Tax	223.70	207.30
Tax Expense	60.80	53.92
Profit / (loss)After Tax	162.90	153.38
Balance in Retained earnings at the beginning of the year	138.18	188.80
Payment Of Dividend	204.00	204.00
Balance in Retained earnings at the end of the year	97.08	138.18

COURSE OF BUSINESS AND OUTLOOK

The company had a profit of Rs.162.90 lacs as compared to the previous year of Rs. 153.38 lacs.
Your Directors are hopeful that the Company’s performance will improve in the years to come
which is subject to various other prevailing market/ industrial/ economic conditions applicable
to the company.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the Reserves during the year.
DIVIDEND

The Board had declared an interim dividend of Rs. 2.00 per equity share of the face value of
Rs.10/- each for the financial year ended 31/03/2025 and same is proposed as final dividend
for the year ended 31/03/2025.

SHARE CAPITAL

The authorized share capital of the Company is Rs. 1,10,000,000 divided into 11,000,000 equity
shares of Rs. 10 each. At the beginning of the year under review, the issued, subscribed and
fully paid up capital was Rs. 1,02,000,000 divided into 102,00,000 equity shares of ?10 each.
There was no change in share capital of the Company during the year under review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the financial year.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments, if any, as covered under the
provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements
and forms part of this Board’s Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE
REPORT

There are no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunal which would
impact the going concern status of the Company and its future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into that fall under the scope of
Section 188(1) of the Companies Act, 2013. Disclosures of related party transactions are
mentioned in financial statement of the company and forms part of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has
placed a copy of the annual return i.e Form MGT 7 on the website of the Company :
http: / / gothiplascon.com/annual-return/

NUMBER OF MEETINGS OF THE BOARD

During the year, 6 (six) meetings of the Board of Directors were held. The details of the meetings
are furnished in the Corporate Governance Report which is attached to this report.

CHANGES IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR & TILL
DATE, IF ANY

Mr. Ram Prasad Vaduvoor Pattabhiraman (DIN: 10692036) was appointed as an Additional
Director under the category of Independent Director of the Company with effect from
12/08/2024 by the Board of Directors on the recommendation of the NRC in accordance with
Section 161(1) of the Act. His appointment as an Independent Director for a period of 5 years
with effect from 12/08/2024, was approved by the shareholders at the previous Annual General
Meeting (AGM) held on 30/09/2024.

Mrs. Pooja Devi Bokdia ( DIN: 09609896) was appointed as an Additional Director under the
category of Independent Director of the Company with effect from 12/08/2024 by the Board of
Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act. His
appointment as an Independent Director for a period of 5 years with effect from 12/08/2024,

was approved by the shareholders at the previous Annual General Meeting (AGM) held on
30/09/2024.

Mrs. Priyadarshana Gothi (DIN:09685568), Director of the Company, retire by rotation at the
forthcoming Annual General Meeting and being eligible have offered presently herself for re¬
appointment.

Mr. Manish Tulsyan and Mr.Rakesh Rathi has resigned from the directorship w.e.f 12/08/2024
citing pre-occupation and other personal commitments.

Mr. Prakash Chand (DIN: 01741059) retired from the position of Non-Executive Independent
Director of the Company, consequent to the completion of his second term of five (5) consecutive
years with effect from 08/09/2024.

The composition of the Board of Directors of the Company and other details related to the board
during the year is furnished in the Corporate Governance Report annexed to this report.

COMMITTEES

The composition of the committees of the Company and other related details is furnished in the
Corporate Governance Report as Annexure -I annexed to this report

DECLARATION FROM INDEPENDENT DIRECTORS

The company has received necessary declarations from the Independent Directors under Section
149(6) of the Companies Act and Regulation 25(8) of the SEBI LODR that they meet the criteria
of independence laid down thereunder. The Board has reviewed the disclosures of independence
submitted by the Independent Directors and is of the opinion that the Independent Directors of
the company fulfil the conditions specified in the Companies Act and SEBI LODR and are
independent of the management.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing
Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has
carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its various Committees.

The criteria for performance evaluation of the Committees and the Board as a whole include
aspects like composition, functioning, effectiveness of processes & meetings, interaction with
management and other measures. The criteria for Performance Evaluation of the Directors
include aspects like professional conduct, competency, integrity, contribution to the Board and
Committee Meetings and other measures. In addition, the performance of the Chairman is also
evaluated on key aspects of his roles and responsibilities.

A separate meeting of the independent directors was convened, which reviewed the performance
of the Board (as a whole), the Non-Independent director and the Chairman.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The familiarization programme for the Independent Directors are disclosed in the Report on
Corporate Governance forming part of this Board’s Report.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY.
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the Independent Directors of the Company are person’s of
integrity and possess relevant expertise and experience (including the proficiency) to act as
Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have been registered and
have included their name in the databank of Independent Directors within the statutory timeline
as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed
a policy for selection and appointment of Directors, Key Managerial Personnel and Senior
Management and their remuneration. The salient features of the Remuneration Policy details
are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board
of Directors is uploaded on the website of the Company www.gothiplascon.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors
would like to state that:

(i) In preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards have been followed and there are no material departures;

(ii) The directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review;

(iii) Proper and sufficient care has been taken 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) Annual accounts have been prepared on a going concern basis;.

(v) Internal financial controls had been laid down and followed by the Company and such
internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to Company’s
policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information. The Company has put in place well defined procedures, covering financial
and operating functions.

SECRETARIAL STANDARDS

The board opines that applicable Secretarial Standards have been duly followed by the
Company.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the
requirement of presenting the consolidated financial statements in Annual Report is not
applicable.

DEPOSITS AND LOANS

The 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 during the said financial

year. The particulars of unsecured loan, if any, are furnished in the financial statements and
forms part of this report.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the central government under sub-section (1)
of section 148 of the Companies Act, 2013, is not applicable to the company.

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

a) Conservation of energy: Your Company being a company having major income from rent the
company has no activities involving conservation of energy. However, your Company has taken
adequate measures for conservation of energy wherever possible like installation of solar
plant,etc.

b) Technology Absorption: Your Company has no activities involving adoption of any specific
technology

c) Foreign exchange earnings and Outgo- NIL
CORPORATE SOCIAL RESPONSIBILITY

The Company provision of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) of
the COMPANIES ACT.2013

During the year under review, there were no frauds reported by the auditors under Section
143(12) of the Companies Act,2013.

RISK MANAGEMENT

Your Company continues to have an effective Risk Management. The management continuously
oversees the risk management process including identification, impact assessment and drawing
mitigation plans. The details of risks perceived by the Management are annexed as part of the
Management Discussion and Analysis Report.

CORPORATE GOVERANCE

Your Company has been complying with the principles of good Corporate Governance practices
over the years. A report on Corporate Governance is attached to this report

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms
part of this report as Annexure -I.

A certificate from Mr.N.K Bhansali, Practicing Company Secretary affirming compliance with the
various conditions of Corporate Governance in terms of the Listing Regulations is given in
Annexure - II to this report.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, the Board Members and the Senior
Management Personnel affirm compliance with the Code of Conduct on an annual basis.

The declaration by the CEO as required under Regulation 34(3) read with Schedule V (D) of the
Listing Regulations regarding adherence to the Code of Conduct has been obtained for FY 2024¬
25.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism to promote ethical behavior in all its business
activities. The details of the Policy is posted on the website of the Company. There was no
reporting made by any employee for violations of applicable laws and regulations and the Code
of Conduct for FY 2024-25.

AUDITOR AND AUDIT REPORT

M/s. N.Singhal & Company, Chartered Accountants, (Firm Registration No.006249C) has
resigned from the company due preoccupation with other professional and personal
commitments. Hence Pursuant to Section 139 of the Companies Act, 2013 and other applicable
provisions and upon the recommendation of the Audit Committee, the Board of Directors of the
Company in the meeting held on 31^st July, 2025 appointed M/s Achha Associates, Chartered
Accountants (Firm Registration No. 07810S) as the Statutory Auditors of the Company, for a
period of 5 (five) consecutive financial years from the conclusion of this AGM till the conclusion
of the 35th AGM. Also same is recommended to the Members of the Company for approval and
appointment.

The report of the auditor & notes to the accounts thereof are self-explanatory and forms part of
this report and the contents of the same be read as content of director''s report wherever
applicable and warranted . The contents of the same be read as part and parcel of the director''s
report wherever required.

SECRETARIAL AUDITOR AND REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942 PCS No
2321 ) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed
as Annexure- III to this report.

The secretarial auditor report is self-explanatory and forms part of this report and the contents
of the same be read as content of director''s report wherever applicable and warranted. The
contents of the same be read as part and parcel of the director''s report wherever required.

Pursuant to amended Regulation 24A of the Listing Regulations, shareholders’ approval is
required for appointment of Secretarial Auditors. Further, such Secretarial Auditor must be a
peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and
should not be disqualified to act as a Secretarial Auditor and cannot render prohibited services
in accordance with the Listing Regulations and as specified by ICSI.

Accordingly, pursuant to Regulation 24A of the Listing Regulations and Section 204 of the Act
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Audit Committee and the Board of Directors of the Company in the respective
meeting held on 23/05/2025 approved and recommended to the Members of the Company, the
appointment of Mr. N.K Bhansali Practicing Company Secretary (Peer Review No.:1825/2022)
(“Firm”) as Secretarial Auditor of the Company from the conclusion of this Annual General
Meeting till the conclusion of 35^th Annual General Meeting of the Company to conduct Secretarial
Audit for a term of five consecutive financial years commencing from 2025-26.

DISCLOSE OF THE TOTAL AMOUNT LYING IN THE UNPAID DIVIDEND ACCOUNT

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit,
Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to
be transferred by the Company to the IEPF established by the Central Government, after the
completion of seven years from the date it became due for payment. There was no amount or
shares required to be transferred to IEPF authority.

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31,
2025 and the corresponding shares, which are liable to be transferred to the IEPF:

S.No	Financial year	Date of declaration of Dividend	Number of shares against whom Dividend amount is unpaid	Amount Unpaid as on March 31, 2025 (Rs.)	Due date of transfer of Unpaid and Unclaimed Dividend to IEPF
1.	2019-20	23/03/2020	12,53,200	12,53,200	21/05/2027
2.	2020-21	17/03/2021	11,52,335	11,33,220	15/05/2028
3.	2021-22	04/02/2022	11,83,334	11,57,713	04/04/2029
4	2022-23	16/01/2023	11,53,453	22,22,966	16/03/2030
5.	2023-2024	20/01/2024	11,49,893	22,18,250	20/03/2031
6.	2024-2025	24/01/2025	14,27,419	27,59,078	24/03/2032

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations)
Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure -
IV to this report.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in an Annexure-V and forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company had complied in general with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received
any complaint on sexual harassment during the financial year 2024-2025.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 20161 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no application and proceedings has been initiated under Insolvency and
Bankruptcy Code.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2024-25, the Company has not made any settlement with its bankers,
hence the question of above difference doesn’t arise.

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS

The following annexures referred in this report and other information which are required to be
disclosed are attached and forms an Integral part of this report

ANNEXURE	PARTICULARS
I	Corporate Governance Report
II	Certificate On Compliance With The Conditions Of Corporate Governance Under The Listing Agreement
III	Secretarial Audit Report
IV	Management Discussions and Analysis Report
V	Information required under section 197 of the Companies Act, 2013
VI	Certificate by Chief Executive Officer (CEO) And Chief Financial Officer (CFO)
VII	Certificate Of Non-Disqualification Of Directors

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis
as explained in the Corporate Governance Report, describing the Company’s objectives,
estimates and expectations may constitute “forward looking statements” within the meaning of
the applicable laws and regulations. Actual results might differ materially from those expressed
or implied in the statements depending on the circumstances.

ACKNOWLEDGMENT

The Directors would like to place on record their sincere appreciation to the Company’s
customers, vendors and bankers for their continued support to the Company during the year.
The Directors also wish to acknowledge the contribution made by employees at all levels for
steering the growth of the organization. We thank the Government of India, the State
Governments and other government agencies for their assistance and cooperation and look
forward to their continued support in future. Finally, the Board would like to express its gratitude
to the members for their continued trust, co-operation and support.

By Order of the Board
For GOTHI PLASCON (INDIA) LIMITED

-sd-

Place: Chennai Sanjay Gothi

Date: 31/07/2025 (DIN: 00600357)

Chairman & Managing Director

---

Mar 31, 2024

Your Company''s Directors are pleased to present the 29^th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2024 along with the auditors report and notes to the accounts thereon which forms part of this report.

FINANCIAL RESULTS

The highlights of the financial of your company are as under:

Rs. (In Lacs)

PARTICULARS	31/03/2024	31/03/2023
Income	437.70	425.50
Total Expenses	194.67	167.92
Profit before depreciation	243.03	257.58
Depreciation	3 5.73	36.33
Profit / (loss) before Tax	207.30	221.25
Tax Expense	53.92	55.83
Profit / (loss)After Tax	153.38	165.42
Balance in Retained earnings at the beginning of the year	188.80	227.38
Payment Of Dividend	204.00	204.00
Balance in Retained earnings at the end of the year	138.18	188.80

COURSE OF BUSINESS AND OUTLOOK

The company had a profit of Rs. 153.38 lacs as compared to the previous year of Rs.165.42 lacs. Your Directors are hopeful that the Company’s performance will improve in the years to come which is subject to various other prevailing market/ industrial/ economic conditions applicable to the company.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the Reserves during the year. DIVIDEND

The Board had declared an interim dividend of Rs. 2.00 per equity share of the face value of Rs.10/- each for the financial year ended 31/03/2024 and same is proposed as final dividend for the year ended 31/03/2024.

SHARE CAPITAL

The authorized share capital of the Company is Rs.1,10,000,000 divided into 11,000,000 equity shares of Rs.10 each. At the beginning of the year under review, the issued, subscribed and fully paid up capital was Rs.1,02,000,000 divided into 102,00,000 equity shares of ?10 each.

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

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees, securities and investments , if any , as covered under the provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements and forms part of this Board’s Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts, arrangements or transactions entered into that fall under the scope of Section 188(1) of the Companies Act, 2013. Disclosures of related party transactions are mentioned in financial statement of the company and forms part of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the annual return i.e Form MGT 7 on the website of the Company : http: //gothiplascon.com /annual-return /

NUMBER OF MEETINGS OF THE BOARD

During the year, 6 (six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

CHANGES IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR & TILL DATE, IF ANY

Mr. Krishnasamy Thirumurthi was appointed as an Additional Director under the category of Independent Director of the Company with effect from 26/08/2023 by the Board of Directors on the recommendation of the NRC in accordance with Section 161(1) of the Act. His appointment as an Independent Director for a period of 5 years with effect from 26/08/2023, was approved by the shareholders at the previous Annual General Meeting (AGM) held on 30/09/2023.

Mrs. Priyadarshana Gothi (DIN:09685568), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered presently herself for reappointment.

Mr. Ram Prasad Vaduvoor Pattabhiraman (DIN: 10692036) and Mrs. Pooja Devi Bokdia ( DIN: 09609896) are appointed as additional directors of the Company on 12/08/2024.

Mr. Manish Tulsyan and Mr.Rakesh Rathi has resigned from the directorship w.e.f 12/08/2024 citing pre-occupation and other personal commitments.

The composition of the Board of Directors of the Company and other details related to the board during the year is furnished in the Corporate Governance Report annexed to this report.

COMMITTEES

The composition of the committees of the Company and other related details is furnished in the Corporate Governance Report as Annexure -I annexed to this report

DECLARATION FROM INDEPENDENT DIRECTORS

The company has received necessary declarations from the Independent Directors under Section 149(6) of the Companies Act and Regulation 25(8) of the SEBI LODR that they meet the criteria of independence laid down thereunder. The Board has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors of the company fulfil the conditions specified in the Companies Act and SEBI LODR and are independent of the management.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees.

The criteria for performance evaluation of the Committees and the Board as a whole include aspects like composition, functioning, effectiveness of processes & meetings, interaction with management and other measures. The criteria for Performance Evaluation of the Directors include aspects like professional conduct, competency, integrity, contribution to the Board and Committee Meetings and other measures. In addition, the performance of the Chairman is also evaluated on key aspects of his roles and responsibilities.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent director and the Chairman.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The familiarization programme for the Independent Directors are disclosed in the Report on Corporate Governance forming part of this Board’s Report.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that all the Independent Directors of the Company are person’s of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have been registered and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Remuneration Policy details are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is uploaded on the website of the Company www.gothiplascon.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) Proper and sufficient care has been taken 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) Annual accounts have been prepared on a going concern basis;.

(v) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions.

SECRETARIAL STANDARDS

The Company state that applicable Secretarial Standards have been duly followed by the Company.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

DEPOSITS

The 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 during the said financial year. The particulars of unsecured loan, if any, are furnished in the financial statements and forms part of this report.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

a) Conservation of energy : Your Company being a company having major income from rent the company has no activities involving conservation of energy. However, your Company has taken adequate measures for conservation of energy wherever possible.

b) Technology Absorption: Your Company has no activities involving adoption of any specific technology

c) Foreign exchange earnings and Outgo- NIL CORPORATE SOCIAL RESPONSIBILITY

The Company provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) of the COMPANIES ACT,2013

During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act,2013.

RISK MANAGEMENT

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

CORPORATE GOVERANCE

Your Company has been complying with the principles of good Corporate Governance practices over the years. A report on Corporate Governance is attached to this report

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report as Annexure -I.

A certificate from Mr.N.K Bhansali, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure - II to this report.

CODE OF CONDUCT

Pursuant to Regulation 26(3) of the Listing Regulations, the Board Members and the Senior Management Personnel affirm compliance with the Code of Conduct on an annual basis.

The declaration by the CEO as required under Regulation 34(3) read with Schedule V (D) of the Listing Regulations regarding adherence to the Code of Conduct has been obtained for FY 2023-24.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism to promote ethical behavior in all its business activities. The details of the Policy is posted on the website of the Company. There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for FY 2023-24.

AUDITOR AND AUDIT REPORT

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. N.Singhal & Company, Chartered Accountants, (Firm Registration No.006249C) were appointed as Statutory Auditor of your Company at the 27th Annual General Meeting for a term of 5 years.

The report of the auditor & notes to the accounts thereof are self explanatory and forms part of this report and the contents of the same be read as content of director''s report wherever applicable and warranted . The contents of the same be read as part and parcel of the director''s report wherever required.

SECRETARIAL AUDITOR AND REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942 PCS No 2321 ) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed as Annexure- III to this report.

The secretarial auditor report is self explanatory and forms part of this report and the contents of the same be read as content of director''s report wherever applicable and warranted . The contents of the same be read as part and parcel of the director''s report wherever required.

DISCLOSE OF THE TOTAL AMOUNT LYING IN THE UNPAID DIVIDEND ACCOUNT

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment.

There was no amount or shares required to be transferred to IEPF authority.

Year wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto March 31, 2024 and the corresponding shares, which are liable to be transferred to the IEPF:

S.No	Financial year	Date of declaration of Dividend	Number of shares against whom Dividend amount is unpaid	Amount Unpaid as on March 31, 2024 (Rs.)	Due date of transfer of Unpaid and Unclaimed Dividend to IEPF
1.	2019-20	Interim Dividend Board Meeting held on 23/03/2020	12,78,700	12,78,700	21/05/2027
2.	2020-21	Interim Dividend Board Meeting held on 17/03/2021	11,71,535	11,52,420	15/05/2028
3.	2021-22	Interim Dividend Board Meeting held on 04/02/2022	12,04,734	11,79,113	04/04/2029
4	2022-23	Interim Dividend Board Meeting held on 16/01/2023	11,71,853	22,59,766	16/03/2030

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure -IV to this report.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure-V and forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company had complied in general with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint on sexual harassment during the financial year 2023-2024.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no application and proceedings has been initiated under Insolvency and Bankruptcy Code.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2023-24, the Company has not made any settlement with its bankers, hence the question of above difference doesn’t arise

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

ANNEXURE	PARTICULARS
I	Corporate Governance Report
II	Certificate On Compliance With The Conditions Of Corporate Governance Under The Listing Agreement
III	Secretarial Audit Report
IV	Management Discussions and Analysis Report
V	Information required under section 197 of the Companies Act, 2013
VI	Certificate by Chief Executive Officer (CEO) And Chief Financial Officer (CFO)
VII	Certificate Of Non-Disqualification Of Directors

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion & Analysis as explained in the Corporate Governance Report, describing the Company’s objectives, estimates and expectations may constitute “forward looking statements” within the meaning of the applicable laws and regulations. Actual results might differ materially from those expressed or implied in the statements depending on the circumstances.

ACKNOWLEDGMENT

The Directors would like to place on record their sincere appreciation to the Company’s customers, vendors and bankers for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the State Governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, the Board would like to express its gratitude to the members for their continued trust, co-operation and support.

By Order of the Board For GOTHI PLASCON (INDIA) LIMITED -sd-

Place: Chennai Sanjay Gothi

Date: 12/08/2024 (DIN: 00600357)

Chairman & Managing Director

---

Mar 31, 2019

Dear Members,

The Company’s Directors are pleased to present the 24^th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2019.

FINANCIAL RESULTS

The highlights of the financial of your company are as under:

Rs.(In Lacs)

PARTICULARS	31.03.2019	31.03.2018
Income	337.76	281.55
Total Expenses	36.26	32.63
Profit before depreciation	301.50	248.92
Depreciation	30.43	27.33
Profit / (loss) before Tax	271.07	221.59
Tax Expense	54.02	0
Profit / (loss)After Tax	217.05	221.60
Previous years loss	(190.90)	(412.50)
Balance carried to balance sheet	26.15	(190.90)

COURSE OF BUSINESS AND OUTLOOK:

The company had a profit of Rs.217.05 lacs as compared to the previous year of Rs.221.59 lacs and the company has wiped out all its losses of previous years in the current year . Your Directors are hopeful that the Company’s performance will improve in the years to come which is subject to various other prevailing market/ industrial/ economic conditions applicable to the company.

DIVIDEND :

The Directors do not recommend any dividend for the financial year ended 31^st March 2019.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

The 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 during the said financial year.

NUMBER OF MEETINGS OF THE BOARD:

During the year, 6 (Six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees, securities and investments as covered under the provisions of section 186 of the Companies Act, 2013 are furnished in the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Gothi Plascon (India) Limited has an adequate system of internal control in place which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

DIRECTORS / KEY MANAGERIAL PERSONNEL :

In accordance with Section 152 of the Companies Act 2013 Mr.Parasmal Gothi, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for being re-appointed.

Mr.Prakash Chand Jain was appointed as an Independent Non-Executive Director of the Company by the members at the 19^th AGM of the Company held on 08^th September, 2014 for a period of five consecutive years whose term expires on 07/09/2019 .

On the recommendation of the Nomination and Remuneration Committee, the Board recommends appointment of Mr Parasmal Gothi and Mr Prakash Chand Jain .

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees. The Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent director and the Chairman.

EXTRACT OF ANNUAL RETU RN:

The details forming part of the extract of the Annual Return in form MGT -9 is annexed herewith as Annexure-I to this report.

CORPORATE GOVERANCE:

Your Company has been complying with the principles of good Corporate Governance practices over the years. A report on Corporate Governance is attached to this report as Annexure -II.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit report is annexed as Annexure- III to this report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure - IV to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report as Annexure-V to this report.

RISK MANAGEMENT:

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIG N EXCHANGE EARNINGS AND EXPENDITURE:

The company’s income is mainly from rentals, the information on conservation of energy, technology absorption does not arise and there was no foreign Exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules,2014 during the year .

CHANGE IN NATURE OF BUSINESS

There were no change in the nature of business during the financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

(iv) The directors have prepared the annual accounts 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criterion as laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:

The Company do not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

AUDITORS REPORT:

*The report of the auditor and notes to accounts thereof are self explanatory.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12)

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the Companies Act, 2013, is not required to be done by the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19

a. No. of complaints received : Nil

b. No of complaints disposed off: NA

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS:

The following annexure referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

ANNEXURE	PARTICULARS
I	Extract of Annual Return (MGT 9)
II	Corporate Governance Report
III	Secretarial Audit Report
IV	Management Discussions and Analysis Report
V	Information required under section 197 of the Companies Act, 2013
VI	Certificate by Chief Executive Officer (CEO) And Chief Financial Officer (CFO)
VII	Certificate On Compliance With The Conditions Of Corporate Governance Under The Listing Agreement
VIII	Certificate Of Non-Disqualification Of Directors

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the company’s employees at all levels.

By Order of the Board

For GOTHI PLASCON (INDIA) LIMITED

-sd-

Place: Puducherry Sanjay Gothi

Date:28/05/2019 Chairman and Managing Director

---

Mar 31, 2016

Dear Shareholders,

We have pleasure in presenting the 21st Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2016.

FINANCIAL RESULTS AND STATE OF COMPANY''S AFFAIRS

The financial results for the year ended 31st March 2016 are as under:

Rs.(In Lacs)

31.03.2015 31.03.2016

Income 151.20 158.40

Total Expenses 65.85 67.91

Profit before depreciation 85.35 90.48

Depreciation 27.19 27.19

Profit/(loss) before Tax 58.16 63.29

Provision for taxation 0.00 0.00

Profit/(loss) After Tax 58.16 63.29

The company had improved its profitability from 58.16lacs to 63.29 lacs. There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

Transfer to General Reserve

No amount has been transferred to reserves.

Fixed Deposit:

The company has no t accepted any fixed deposit during the year.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2016.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERONNEL

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report As " Annexure A " During the year, Mr. Ajit Singh Nahata relinquished his office as an Independent Non-Executive Director of the Company with effect from 08/07/2015. Mrs. Monica was appointed as Independent and Woman director on the board during the year

On the recommendation of the Nomination and Remuneration Committee, The board recommended appointment of Mr.Sanjay Gothi as managing director of the company and Mr. K .Desikan as whole time director of the company for a period of five years w.e.f 01/08/2016

Mr. Parasmal Gothi director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

Statutory Auditors

M/s. ACHHA ASSOCIATES, Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting (AGM) held on 08/09/2014for a period of three years i.e until the conclusion of the 22nd AGM. Their appointment is however, subject to ratification by the members at every AGM.

The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rules made there under. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2015-16 is annexed herewith as ''Annexure - B''. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Directors'' Responsibility Statement

In terms of Section 134(3)(c) re ad with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

(i) Followed the applicable accounting standards in the preparation of the financial statements for the financial year 2015-16 and there are no material departures;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

(iv) prepared the financial statements for the financial year on a ''going concern'' basis.

(v) laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

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

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 Risk Management Committee to identify elements of risk in different areas of operations. In The opinion of the Committee there was no risk that may threaten the existence of the Company.

The details of Risk Management Committee are included in the Corporate Governance

PARTICULARS OF EMPLOYEES

Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as annexure D

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (here in after "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor''s of the Company is attached as Annexure- C and forms integral part of this Report (hereinafter "Corporate Governance

Other disclosures

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

b) The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ''Annexure C''.

c) The Company has established a formal vigil mechanism named '' Gothi Whistle Blower Policy'' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. There was no instance reported during the year under review through this

d) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings an d Expenditure The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL

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

For and on behalf of the Board

Date: 26/4/2016 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2015

Dear Members,

We have pleasure in presenting the 20th Annual Report and Audited Statements of Accounts of the Company for the year ended 31 st March, 2015. PERFORMANCE

The financial results for the year ended 31st March 2015 are as under:

Rs. (In Lacs)

31.03.2014 31.03.2015

Income 96.82 151.20

Total Expenses 67.91 65.85

Profit before depreciation ' '

Depreciation 12.69 27.19

Profit / (loss) before Tax 16.22 58.16

Provision for taxation 0.00 0.00

Profit / (loss)After Tax 16.22 58.16

Business Outlook & Prospects

The company had improved its profitability from 16.22 lacs to 58.16 lacs. There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

Fixed Deposit:

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

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2015.

BOARD OF DIRECTORS

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report As " Annexure A "

In terms of Section 149 of the Companies Act, 2013 (Act), Mrs.Monica Ajit singh was co-opted to the Board as an additional director (in the category of independent director) on 08/07/2015 . She also fulfils the criteria of appointment of women director on the Board under section 149(1) of the Companies Act, 2013 and clause 49 of the listing agreement.

The Board has recommended the appointment of Mrs. Monica as independent director effective 08/07/2015 .

Mr. Desikan director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-appointment.

Mr. Ajit Singh Nahata resigned from the directorship of the company .The board placed its warm regards for the services rendered by his during his tenor.

Statutory Auditors

M/s. ACHHA ASSOCIATES, Chartered Accountants were appointed as Statutory Auditors at the last Annual General Meeting (AGM) held on 08/09/2014 for a period of three years i.e until the conclusion of the 22nd AGM. Their appointment is however, subject to ratification by the members at every AGM,

The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rales made there under. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2014-15 is annexed herewith as 'Annexure - B'. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Directors' Responsibility Statement

In terms of Section 134(3Xc) read with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

(i) followed the applicable accounting standards in the preparation of the financial statements for the financial year 2014-15 and there are no material departures;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

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

(iv) prepared the financial statements for the financial year on a 'going concern' basis.

(v) laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

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

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES

Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable as the directors have not drawn any remuneration during the year ended 31/03/2015 . Corporate Governance Report

Your Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report Other disclosures

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

b) The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure C

c) The Company has established a formal vigil mechanism named' Gothi Whistle Blower Policy' for reporting improper or unethical practices or actions which are violative of the code of conduct of the Company. There was no instance reported during the year under review through this

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure Energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL

For and on behalf of the Board Date: 08/07/2015 for Gothi Plascon (India) Ltd. Chennai sd/- Directors

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Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 19th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

PERFORMANCE

The financial results for the year ended 31st March 2014 are as under:

Rs. (In Lacs)

31.03.2013 31.03.2014

Income 498.42 96.82

Total Expenses 525.67 67.91

Profit before depreciation (27.25) 28.91

Depreciation 12.19 12.69

Profit/(loss) before Tax (39.44) 16.22

Provision for taxation 0.00 0.00

Profit /(loss)After Tax (39.44) 16.22

Business Outlook & Prospects

As stated in the last year''s annual report that the company has stopped manufacturing activities due to unhealthy competition. The company had no manufacturing operations during the year. The board is contemplating on various plastic projects to revive the manufacturing operations . The company''s certain portion of premises are leased out The board is also contemplating on venturing in to IT related fields and The board is hopeful of improving fmancials in the years to come. Fixed Deposit:

The company has not accepted any fixed deposit during the year. DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2014. DIRECTORS

Mr. Parasmal Gothi director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Mr.Prakashchand Bohra and Mr. Ajith Singh Nahata directors of the Company, are being appointed as independent directors for five consecutive years for a term from the conclusion of this AGM as per provisions of Section 149 and other applicable provisions of the Companies Act 2013. "

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956. Risk Management Framework

The Company has a Risk Management Framework, which provides the mechanism for risk assessment and mitigation. The Risk Management Committee (RMC) of the Company bomprises the Managing Director, the Executive Director and members of senior management. During the year, the RMC reviewed the risks associated with the busjness of the Company, its root causes and the efficacy of the measures taken to mitigate the same. Thereafter, the Audit Committee and the Board of Directors also reviewed the key risks associated with the business of the Company, the procedures adopted to assess the risks and efficacy of mitigation measures. Particulars regarding Conservation of Energy, Technology Abso rption and Foreign Exchange Earnings and ExpenditureGOTHl does not have any foreign exchange earnings and expenditure. Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable to Gothi . Particulars of Employees

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956. Auditors

M/a. ACCHAASSOCIATE Chartered Accountants, statutory auditors of the Company having registration number 07810Sretire at the ensuing AGM and are eligible for re-appointment. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

Management Discussion and Analysis Report and Report of the Directors on Corporate Governance

In accordance with clause 49 of the listing agreements, the Management Discussion and Analysis Report and Report of the Directors on Corporate Governance form part of this report. Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, your directors state that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed; ii. Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates were

made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii. Proper and sufficient care has been taken 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; iv. The annual accounts of the Company have been prepared on a going concern basis.

Acknowledgements

Your directors take this op portunity to place on record their appreciation to all employees for their hard work, spirited efforts, dedication and loyalty to Gothi The directors also wish to place on record their appreciation to shareholders, referral associates, and banks for their continued support.

For and on behalf of the Board

Date: 23.7.2014 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2013

Dear Shareholders,

The have pleasure in presenting the 18th Annual Report and Audited Statements of Accountsof the Company for the year ended 31st March, 2013.

PERFORMANCE

The financial results for the year ended 31st March 2013 are as under:

Rs. (In Lacs) 31.03.2012 31.03.2013

Income 460.11 498.42

Total Expenses 353.02 525.67

Profit before depreciation 10708

Depreciation 20.40 12,19

Profit/(loss) before Tax 86.64 (39.44)

Provision for taxation 0.00 0.00

Profit/(Ioss)After Tax 86.64 (39.44)

Business Outlook & Prospects

Due to unhealthy competition and ban on disposable plastic items during the year company has sold its 18 year old machinery/ies which were involved in manufacturing of plastic disposable products. On account of such sale , The company has stopped the manufacturing activities of disposable plastic items to prevent further loss from this activity

The directors are completing all other incidental activities for the same . However The company has started to constructing RCC building and factory sheds on the certain portion of company land for letting it out or sale .The company has also applied for license to run a IT unit in Pondicherry. This way the company''s future looks optimistic in present situation and will be able to absorb the existing losses and will generate profits in future

Fixed Deposit:

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

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2013.

DIRECTORS

Mr. Ajit Singh Nahata retires by rotation and being elfgible, offer for re-appointment.

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General

Meeting and are eligible for re-appointment. Accordingly a resolution is being submitted to the members for their re-appointment and to fixtheirremunerationforthecurrentyear.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed

Power of Rs. 18.45 lacs as compared to Rs. 12.64 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such-accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profitor loss of the company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities subj ect to the inherent limitations that should be recognized in weighing the assurance;

iv) That the directors had prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year. CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2013 duly certified by the auditors of the company is annexed. CORPORATE SOCIAL RESPONSIBILITY

The company realises its Corporate Social Responsibility and is ready to serve the week and needy persons of the society However due to loss the same is not carried as part of our service-.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, venders and Investors for their continued support. Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board

Date: 31.5.2013 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2012

The have pleasure in presenting the 17th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

PERFORMANCE

The financial results for the year ended 31st March 2012 are as under:

Rs. (In Lacs) 31.03.2011 31.03.2012 Income 445.99 460.11

Total Expenses 364.26 353-07

Profit before depreciation 81.73 107.04

Depreciation 8.07 20.40

Profit before Tax 73.66 86.64

Provision for taxation 0.00 0.00

Profit After Tax 73.66 86.64

The company has performed better as compared to the last year. The profit after tax stood at Rs.86.64 lacs as compared to Rs.73.66 lacs during the corresponding last year. The board hope that the company will do well in the years to come. In furtherance in the Interest of the company's operations , the board is contemplating on the issue of continuing construction of RCC building and factory sheds. Also the board is also contemplating on the issue of sale of assets of the company including its old machinery, land, building if the board gets a very good offer for the same .However the company has to continue its production with these old machines till that time to keep these machineries in proper condition to get better prices. Fixed Deposit:

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

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2012. DIRECTORS Mr. Prakash Bohra retires by rotation and being eligible, offer for re-appointment

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment Accordingly a resolution is being submitted to the members for their re-appointment and to fix their remuneration for the current year.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed Power of Rs.12.64 lacs as compared to Rs.14.95 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities subject to the inherent limitations that should be recognized in weighing the assurance;

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

INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2012 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, vendors and Investors for their continued support Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board

Date: 04.5.2012- for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors

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Mar 31, 2011

We have pleasure in presenting the 16th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2011.

PERFORMANCE

The financial results for the year ended 31-March2011 are as under:

Rs.(InLacs) Rs.(InLacs) 31.03.2010 31.03.2011

Income 251.20 445.99

Total Expenses 195.7 364.26

Loss / Profit before depreciation 55.43 81.73

Depreciation 7.92 8.07

Loss/Profit before Tax 47.51 73.66

Provision for taxation 0.02 0.00

Loss /Profit After Tax 47.49 73.66

Business Outlook and Prospects;

The company has total revenues for the financial year2010-11 of Rs. 445.99 lacs as compared to.Rs.251.20 lacs in the Previous year. The profit of the company stood at Rs. 73.66 lacs as compared profit of Rs.47,49 lacs in the previous year. The company,has disposed ninety percent of the plant & machinery manufacturing of disposable plastic cups in previous years and still trying to sell the existing machinery. Because the future is very bleak of the products. Remaining machinery is in production, it is out dated and 15 years old, out put is also not aviable.

Fixed Deposit:

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

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2011.

DIRECTORS

Mr.Parasmal Gothi retires by rotation and being eligible, offer for re-appointment

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly a resolution is being submitted to the members for their re-appointment and to fix their remuneration for the current year.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed Power of Rs. 14.95 lacs as compared to Rs. 7.88 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities subject to the inherent limitations that should be recognized in weighing the assurance; iv) That the directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31 /03/2011 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, vendors and Investors for their continued support. Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board for Gothi Plascon (India) Ltd. sd/- Directors

Date: 15.4.2011 Chennai

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Mar 31, 2010

We have pleasure in presenting the 15th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

PERFORMANCE

The financial results for the year ended 31st March 2010 are as under: Rs. (In Lacs)

31.03.2009 31.03.2010

Income 125.41 251.20

Total Expenses 135.54 195.77

Loss/Profit before depreciation - (10.13) 55.43

Depreciation 13.30 7.92

Loss/Profit before Tax <23.43) 47.51

Provision for taxation 0.03 0.02

Loss/Profit After Tax (23.46) 47.49

Business Outlook and Prospects:

The company has total revenues for the financial year 2009-10 of Rs.251.20 lacs as compared to Rs. 125.41 lacs in the Previous year. The profit of the company stood at Rs.47.49 lacs as compared losses of Rs.23.46 lacs in the previous year. The board had been trying to sell remaining plant and machinery and had sold some machinery during the year. However the company has to continue its production till that time to keep these remaining machineries in proper condition to get reasonable prices.

As stated earlier, the board was not able to sell land and building in the previous year as it was not able to fetch right prices. The company had constructed few sheds / building and leased out the same ¦ The company is planning in future also to construct few more sheds/building which may generate income for the company. The Company is still, open with the option of selling land/building if it gets good prices for the same.

Fixed Deposit:

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

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31 st March 2010.

DIRECTORS

Mr.Ajit Singh Nahata retires by rotation and being eligible, offer for re-appointment.

AUDITORS

The auditors of the Company M/s. ACHHA & ASSOCIATES. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Accordingly a resolution is being submitted to the members for their re-appointment and to fix their remuneration for the current year.

STATUTORY DISCLOSURES:

The company had no employee covered by the provisions of section 217(2A) of the Companies Act, 1956.The company has consumed Power of Rs. 7.88 lacs as compared to Rs. 9.60 lacs. The company had no foreign exchange inflow or outflow during the year.

DIRECTORSRESPONSIBILITY STATEMENT:

Directors hereby declare

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii)that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities subject to the inherent limitations that should be recognized in weighing the assurance ;

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

INDUSTRIAL RELATIONS:

Industrial Relation continued to be cordial during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2010 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere appreciation to the bankers, customers, vendors and Investors for their continued support. Your direction also pleased to record their appreciating for dedication and contribution made by employees at all levels and look forward to their support in future as well.

For and on behalf of the Board Date: 22.04.2010 for Gothi Plascon (India) Ltd.

Chennai sd/-

Directors