Directors Report of Gujarat Craft Industries Ltd.

Mar 31, 2025

Your Directors feel pleasure to present the 41^st ANNUAL REPORT together with the Audited Financial
Statements for the Financial Year 2024-25 ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

('' in lakh)

Particulars	2024-25	2023-24
Operating Profit (Before Interest & Depreciation)	1310.52	1135.56
Less : Financial Cost	501.47	369.04
Profit before Depreciation	809.05	766.52
Less : Depreciation and amortization expense	458.12	351.84
Profit before Tax	350.93	414.68
Less : Tax expenses	82.30	112.17
Profit after tax	268.63	302.50
Add: Other Comprehensive income	122.06	1.37
Total Income for the year	390.69	303.87

There are no material changes and commitment affecting the financial position of the Company which
have occurred between 1^st April, 2025 and date of this report.

2. DIVIDEND:

The Board of Directors is pleased to recommend for your approval a final dividend of Re. 1/- per equity
share on the face value of Rs.10/- each for the year ended 31^st March, 2025 (previous year Re. 1/- per
equity share). The total final dividend amounts to Rs. 48,88,300/- You are requested to approve the
same. The final dividend, if declared, shall be payable subject to deduction of tax at source, as
applicable.

3. REVIEW OF OPERATIONS:

The revenue from operations during FY 2024-25 under review was Rs. 20288.62 as compared to Rs.
17555.83 Lakh during FY 2023-24.

The Operating Profit (Before Interest and Depreciation) was Rs. 1310.52 Lakh during FY 2024-25
under review compared to Rs. 1135.56 Lakh during FY 2023-24. The Profit before Tax for the FY 2024¬
25 under review was Rs. 350.93 Lakh against Rs 414.68 Lakh during FY 2023-24. The Net Profit of the
Company stood at Rs. 268.63 Lakh compared to Rs. 302.50 Lakh for the year 2023-24.

The Company has made export at FOB value of Rs. 8528.64 lakh during the FY 2024-25 under review
compared to Rs. 69991.57 lakh during FY 2023-24. The management is of the firm opinion that during
the current year, the export market will improve and in turn, the exports of the Company will increase
to a greater extent.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has
accorded / recognised the Company as Two Star Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities
from State Bank of India.

6. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of
Annual Listing Fees. The Company has paid Listing fees up to the FY 2025-26.

7. SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2025 was Rs. 488.83 Lakhs. As on 31^st
March, 2025, the Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity and none of the Directors of the Company hold any convertible instruments.

8. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

9. DIRECTORS & KMP:

9.1 It is with profound sadness that we inform you about the sudden demise of Mr. Ashok Chhajer,
Chairman & Managing Director (Promoter) of our Company, Gujarat Craft Industries Limited,
who passed away on 6^th July, 2025. Late Ashok Chhajer was the backbone of our organization,
and his visionary leadership and guidance played a pivotal role in shaping the Company’s
growth and success.

The Board of Directors and the entire team of the Company are deeply saddened by this irreparable
loss. We place on record our heartfelt appreciation for his invaluable contributions, leadership,
and commitment to the Company.

9.2 One of your Directors viz. Mr. Rishab Chhajer (DIN: 05184646) retires by rotation in terms of the
Articles of Association of the Company. However, being eligible offers himself for reappointment.

9.3 The Board, based on the recommendations of the Nomination and Remuneration Committee,
has appointed Mr. Parth B. Thakkar (DIN: 10709057) as Independent Director (Non-Executive)
of the Company for a term of 5 consecutive years w.e.f. 1^st September, 2025, subject to the
approval of the members/shareholders of the Company.

9.4 Brief profile of the Directors being appointed /re-appointed as required under Regulation 36(3) of
Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the
Notice for the forthcoming AGM of the Company.

9.5 Ms. Anal R. Desai (DIN - 02636329) have been appointed as Non- Executive - Independent
Directors of the Company for a term of five consecutive years w.e.f. 1^st September, 2024.

9.6 The Board of Directors duly met 8 times during the financial year under review.

9.7 The second term of Mr. Kashyap Mehta (DIN: 00005063) as an Independent Director of the
Company had completed on 24^th September, 2024 and consequently, he ceased to be an
Independent Director of the Company w.e.f. 24^th September, 2024.

9.8 The Company has received necessary declaration from each Independent Director of the Company
under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their
independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his
/ her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as
an Independent Director. The enrollment of Independent Directors has been completed and they
have furnished the declaration affirming their compliance to the Board with the provisions contained
under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

9.9 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the
Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs, Manesar (‘IICA’).

9.10 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual Directors,
including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The
exercise was carried out through an evaluation process covering aspects such as composition of
the Board, experience, competencies, governance issues etc.

9.11 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(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 judgements 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 31^st March, 2025 being end of the financial
year 2024-25 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 had 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 systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

9.12 With respect to the loans advanced by the Directors to the Company, the Company has received
necessary declarations from Directors that the said loan is not given out of funds acquired by
them by borrowing or accepting loans or deposits from others.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

11. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No.	Name of the Director & Designation	Remuneration for the year 2024-25	% increase over last year	Parameters	Median of Employees Remuneration	Ratio	Commission received from Holding/ Subsidiary
1.	Mr. Rishab Chhajer, Chairman & Jt. Managing Director	'' 48,00,000.00	0%		'' 84,610/-	56.73	N.A.
2.	Late Mr. Ashok Chhajer, Managing Director	'' 26,40,000.00	0%		'' 84,610/-	31.20	N.A.

The Board of Directors has framed a Remuneration Policy that assures the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial
Personnel and Senior Management to enhance the quality required to run the Company successfully.
All the Board Members and Senior Management personnel have affirmed time to time implementation
of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s website-
www.gujaratcraft.com.

12. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS & KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Rishab Chhajer	Chairman & Jt. Managing Director	-
2.	Ms. Jhanvi Jansari	CFO	18.77
3.	Ms. Sejal Kanbi	Company Secretary	-

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued
to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company are 334. The relationship between average
increase in remuneration and Company’s performance is as per the appropriate performance
benchmarks and reflects short and long term performance objectives appropriate to the working
of the Company and its goals.

13.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies
Appointment & Remuneration of Managerial personnel) Rules, 2014.

14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered
under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the
notes to the Financial Statements attached to the Directors’ Report.

All transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm’s length basis. During the year, the Company had not
entered into any transactions with related parties which could be considered as material in accordance
with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company’s website at www.gujaratcraft.com.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of
Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption
forms part of this report and is given by way of Annexure - A.

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance and Management Discussion
and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance
are appended to the Annual Report as Annexure - B.

17. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the
Companies Act, 2013 from M/s. Nishant Pandya & Associates, Company Secretaries, Ahmedabad.
The said Report is attached with this Report as Annexure - D.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors has
recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries
(Firm Registration No. S2019GJ700100) as Secretarial Auditors of the Company for a period of 5
years i.e. for the Financial Years 2025-26 to 2029-30 for approval of shareholders/members of the
Company.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company
Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5
years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions
of Section 204 of the Companies Act, 2013.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors has constituted a Corporate Social Responsibility (“CSR”) Committee in terms
of the provisions of Section 135 of the Companies Act, 2013 consisting of three Directors viz. Mr. Ashok
Chhajer, as Chairman of the Committee, Mr. Rishab Chhajer and Mr. Hitendra Chopra, as members of
the Committee.

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies
Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company.

This Policy has been approved by the Board. The CSR Policy is available on the Company’s website
at www.auiaratcraft.com.

Some of the core areas identified by the Committee are Education, Health, Environment, women
empowerment, Animal Welfare, Hunger etc.

In respect of ongoing projects, the Company had transferred unspent Corporate Social Responsibility
(CSR) amount of Rs. 12.00 lakh as at the end of the previous financial year 2022-23, to a special
account on 03/04/2023 within a period of thirty days from the end of the financial year 2022-23 in
compliance with the provisions of sub-section (6) of Section 135 of the Act.

During the financial year 2023-24, the Company spent Rs.10 lakh towards the ongoing project. During
Financial year 2024-25, the Company spent Rs. 2 Lakh towards the ongoing Project.

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual
Report on CSR Activities has been attached herewith as Annexure - E.

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st
March, 2025 is available on the website of the Company and can be accessed at www.gujaratcraft.com.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’
RELATIONSHIP COMMITTEE:

The details of various committees as on the date of this report and their functions are part of Corporate
Governance Report.

The Board of Directors in their meeting held on 22^nd July, 2024 had reconstituted (1) Audit Committee
of the Company w.e.f. 1^st September, 2024 comprising of Ms. Anal R. Desai, Mr. Hitendra Chopra & Mr.
Rishab Chhajer as members (2) Nomination & Remuneration Committee of the Company w.e.f. 1^st
September, 2024 comprising of Ms. Anal R. Desai, Mr. Hitendra Chopra & Ms. Swati Pipara as members.

Further, the Board of Directors in their meeting held on 26^th July, 2025 has reconstituted the Stakeholders
Relationship Committee of the Company w.e.f. 1^st September, 2025 comprising of Ms. Anal R. Desai,
Mr. Rishab Chhajer & Mr. Parth Thakkar® as members.

®Appointed as Independent Director of Company w.e.f 1^st September, 2025.

21. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL &
CDSL. ISIN for Equity Shares of the Company is: INE372D01019.

22. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and
approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information’ and ‘Code of Conduct for Regulating Monitoring
and Reporting of Trading by Designated Persons/Insiders’. The Policy is available on the company’s
website.

23. GENERAL:

23.1. STATUTORY AUDITORS:

At the 38^th Annual General Meeting held on 21^st September, 2022, M/s. Kantilal Patel & Co.,
Chartered Accountants, Ahmedabad was appointed as Statutory Auditors of the Company to
hold office for the period of 5 years i.e. for the financial years 2022-23 to 2026-27.

The Auditors’ Report for fiscal 2025 does not contain any qualification, reservation or adverse
remarks. The Report is enclosed with the financial statements in this Annual Report.

23.2 INSURANCE:

The movable and immovable properties of the Company including Plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against the
risks of fire, riot, strike, malicious damage etc.

23.3 FIXED DEPOSITS:

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

23.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit
Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by
assessing the threats and opportunities that will impact the objectives set for the Company as a
whole. The Policy is designed to provide the categorization of risk into threat and its cause,
impact, treatment and control measures. As part of the Risk Management policy, the relevant
parameters for protection of environment, safety of operations and health of people at work are
monitored regularly with reference to statutory regulations and guidelines defined by the Company.

23.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiary/ Associate Company / JV.

23.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and
Senior Management. All the Board Members and Senior Management personnel have affirmed
compliance with the code of conduct.

23.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There has been no significant and material orders passed by any regulators or courts or tribunals,
impacting the going concern status of the Company and its future operations.

23.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The
Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources.

23.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & 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 Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year under review, the Company did not receive any complaint as under:

a. Number of complaints received during the year Nil

b. Number of complaints disposed-off during the year Nil

c. Number of cases pending for more than 90 days Nil

23.10 DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent
applicable.

23.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

23.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.

23.13 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one time settlement with any Bank or Financial Institution.

24. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph
A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations,
2015 which, either directly or indirectly effect / impact the Management or Control of the Company or
impose any restriction or create any liability upon the Company.

25. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are
consistently applied are set out in the Notes to the Financial Statements.

26. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Financial
Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees
at their levels towards achievements of the Company’s goals.

Registered Office For and on behalf of the Board of

Plot No. 431, Santej Vadsar Road, Gujarat Craft Industries Limited,

Village: Santej, Taluka: Kalol

CIN : L25111GJ1984PLC007130 Rishab Chhajer

Dist: Gandhinagar - 382721 Chairman & Jt. Managing Director

Date : 26^th July, 2025 DIN: 05184646

---

Mar 31, 2024

Your Directors feel pleasure to present the 40^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2023-24 ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

('' in lakh)

Particulars	2023-24	2022-23
Operating Profit (Before Interest & Depreciation)	1135.56	944.85
Less : Financial Cost	369.04	266.27
Profit before Depreciation	766.52	678.58
Less : Depreciation and amortization expense	351.84	219.35
Profit before Tax	414.68	459.23
Less : Tax expenses	112.18	111.97
Profit after tax	302.50	347.26
Add: Other Comprehensive income	1.37	1.06
Total Income for the year	303.87	348.32

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2024 and date of this report.

2. DIVIDEND:

The Board of Directors is pleased to recommend for your approval a final dividend of Re. 1/- per equity share on the face value of Rs.10/- each for the year ended 31^st March, 2024 (previous year Re. 1/- per equity share). The total final dividend amounts to Rs. 48,88,300/- You are requested to approve the same. The final dividend, if declared, shall be payable subject to deduction of tax at source, as applicable.

3. REVIEW OF OPERATIONS:

The revenue from operations during the year under review was Rs. 17555.83 Lakhs as compared to Rs. 16433.48 Lakhs during 2022-23.

The Operating Profit (Before Interest and Depreciation) was Rs. 1135.55 Lakh during the year under review compared to Rs. 944.85 Lakh during 2022-23. The Profit before Tax for the year under review was Rs. 414.67 Lakh against Rs 459.23 Lakh during 2022-23. The Net Profit of the Company stood at Rs. 302.50 Lakh compared to Rs. 347.26 Lakh for the year 2022-23.

The Company has made export at FOB value of Rs. 6991.57 Lakhs during the year under review compared to Rs. 5576.90 Lakhs during 2022-23. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Two Star Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India.

6. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2024-25.

7. SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2024 was Rs. 488.83 Lakhs. As on 31^st March, 2024, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and none of the Directors of the Company hold any convertible instruments.

8. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

9. DIRECTORS & KMP:

9.1 One of your Directors viz. Mr. Ashok Chhajer (DIN: 00280185) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

9.2 The Board, based on the recommendations of the Nomination and Remuneration Committee, has appointed Ms. Anal R. Desai (DIN: 02636329) as Independent Director (Non Executive) of the Company for a term of 5 consecutive years w.e.f. 1^st September, 2024, subject to the approval of the members/shareholders of the Company.

9.3 Brief profile of the Directors being appointed /re-appointed as required under Regulation 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Notice for the forthcoming AGM of the Company.

9.4 The Shareholders in their 39^th Annual General Meeting held on 16^th September, 2023 has Reappointed Mr. Ashok Chhajer (DIN: 00280185) as Managing Director for a period of 3 years with effect from 1^st October, 2023.

9.5 The Board of Directors duly met 6 times during the financial year under review.

9.6 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

9.7 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA'').

9.8 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

9.9 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(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 judgements 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 31^st March, 2024 being end of the financial year 2023-24 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 had 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9.10 With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

11. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No.	Name of the Director & Designation	Remuneration for the year 2023-24	% increase over last year	Parameters	Median of Employees Remuneration	Ratio	Commission received from Holding/ Subsidiary
1.	Mr. Ashok Chhajer, Managing Director	'' 26,40,000.00	0%	-	'' 1,41,372/-	18.67	N.A.
2.	Mr. Rishab Chhajer, Jt. Managing Director	'' 48,00,000.00	0%	-	'' 1,41,372/-	33.95	N.A.

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company''s website-www.guiaratcraft.com.

12. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS & KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Mr. Ashok Chhajer	Chairman & Managing Director	-
2.	Mr. Rishab Chhajer	Jt. Managing Director	-
3.	Ms. Jhanvi Jansari	CFO	19.11
4.	Ms. Sejal Kanbi	Company Secretary	-

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company are One Seventy Eight. The relationship between average increase in remuneration and Company''s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

13.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors'' Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.guiaratcraft.com.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure - A.

16. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - B.

17. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Nishant Pandya & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - D.

The remarks of auditors and notes on accounts are self explanatory.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of three Directors viz. Mr. Ashok Chhajer, as Chairman of the Committee, Mr. Rishab Chhajer and Mr. Kashyap R. Mehta, as members of the Committee.

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company. This Policy has been approved by the Board. The CSR Policy is available on the Company''s website at www.gujaratcraft.com.

Some of the core areas identified by the Committee are Education, Health, Environment, women empowerment, Animal Welfare, Hunger etc.

In respect of ongoing projects, the Company had transferred unspent Corporate Social Responsibility (CSR) amount of Rs. 12.00 lakh as at the end of the previous financial year 2022-23, to a special account on 03/04/2023 within a period of thirty days from the end of the financial year 2022-23 in compliance with the provisions of sub-section (6) of Section 135 of the Act.

During the financial year 2023-24, the Company spent Rs.10 lakh towards the ongoing project.

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities has been attached herewith as Annexure - E.

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2024 is available on the website of the Company and can be accessed at www.gujaratcraft.com.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The details of various committees as on the date of this report and their functions are part of Corporate Governance Report.

Further, the Board of Directors in their meeting held on 22^nd July, 2024 has:

- Reconstituted the Audit Committee of the Company w.e.f. 1^st September, 2024 comprising of Ms. Anal R. Desai@, Mr. Hitendra Chopra & Mr. Rishab Chhajer as members.

- Reconstituted the Nomination & Remuneration Committee of the Company w.e.f. 1^st September, 2024 comprising of Ms. Anal R. Desai@, Mr. Hitendra Chopra & Ms. Swati Pipara as members.

- Reconstituted the Stakeholders Relationship Committee of the Company w.e.f. 1^st September, 2024 comprising of Ms. Anal R. Desai@, Mr. Rishab Chhajer & Mr. Ashok Chhajer as members.

@Appointed as Independent Director of Company w.e.f 1^st September, 2024.

21. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL & CDSL. ISIN for Equity Shares of the Company is: INE372D01019.

22. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'' and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders''. The Policy is available on the company''s website.

23. GENERAL:

23.1. STATUTORY AUDITORS:

At the 38^th Annual General Meeting held on 21^st September, 2022, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad was appointed as Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the financial years 2022-23 to 2026-27.

The Auditors'' Report for fiscal 2024 does not contain any qualification, reservation or adverse remarks. The Report is enclosed with the financial statements in this Annual Report.

23.2 INSURANCE:

The movable and immovable properties of the Company including Plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc.

23.3 FIXED DEPOSITS:

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

23.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

23.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiary/ Associate Company / JV.

23.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

23.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

23.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

23.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

23.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

23.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

23.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one time settlement with any Bank or Financial Institution.

24. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

25. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

26. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company''s goals.

Registered Office For and on behalf of the Board,

Plot No. 431, Santej Vadsar Road,

Village: Santej, Taluka: Kalol

CIN : L25111GJ1984PLC007130 Ashok Chhajer

Dist: Gandhinagar - 382721 Chairman & Managing Director

Date :22^nd July, 2024 DIN: 00280185

---

Mar 31, 2015

Dear Member

The Directors are pleasured to present the 31st ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014-15 ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. in lacs)

Particulars 2014-15 2013-14

Operating Profit (Before Interest & Depreciation) 686.50 591.87

Less : Financial Expenses 359.26 281.45

Profit before Depreciation 327.24 310.42

Less : Depreciation 184.99 131.98

Profit before tax 142.25 178.44

Less : Provision for current Tax (after MAT credit) 29.33 36.69

(Add): MAT Credit (27.39) (22.26)

Less: Tax of earlier Year 1.21 -

Less: Deferred Tax Liability 55.46 47.05

Profit aftertax 83.64 116.96

Add: Balance Brought Forward from Previous year 582.21 465.25

Less: Effect of change in accounting policy for Depreciation (9.26) -

Balance carried to Balance Sheet 656.59 582.21

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, your Directors have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Gross revenue from operations during the year under review was Rs. 9727 lacs as compared to Rs. 9707 lacs during 2013-14.

The Operating Profit (Before Interest and Depreciation) was Rs. 686.50 lacs during the year under review compared to Rs. 591.87 lacs during 2013-14 showing an increase of 16%. The Profit before Tax for the year under review was Rs. 142.25 lacs against Rs. 178.44 lacs during 2013-14. The Net Profit of the Company stood at Rs.83.64 lacs compared to Rs. 116.96 lacs for the year 2013-14.

The company has made export at FOB value of Rs. 3317.01 lacs during the year under review compared to Rs. 3843.71 lacs during 2013-14. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India.

6. DIRECTORS:

6.1 Mr. Rishab Chhajer (DIN: 05184646) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

6.2 Ms. Swati S. Gupta (DIN: 07144628), being Independent Director, is being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

6.3 Mr. Binod Chhajer ceased to be Director w.e.f. 31st March, 2015 upon resignation.

6.4 The Board of Directors duly met 8 times during the financial year under review.

6.5 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

6.6 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 31st March, 2015.

6.7 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(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 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 had 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. MANAGERIAL REMUNERATION:

7.1 REMUNERATION OF DIRECTORS:

Sr. Name of the Director Remuneration % Parameters No. & Designation for the year increase 2014-15 over last year



1. Mr. Ashok Chhajer, Rs. 13,20,000/- - - Managing Director

2. Mr. Rishab Chhajer, Rs. 6,60,000/- - - Jt. Managing Director

Sr. Name of the Director Median Ratio Commission No. & Designation of received Employees from Remuneration Holding/ Subsidiary

1. Mr. Ashok Chhajer, 1,01,454 13.01 N.A. Managing Director

2. Mr. Rishab Chhajer, 1,01,454 6.51 N.A. Jt. Managing Director

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

7.2 MARKET CAPITALISATION:

Sr. No. Particulars As on 31-03-2015 As on 31-03-2014

1. No. of Shares 48,88,300 41,08,300

2. Market price 15.16 8.16

3. Market Capitalisation (Rs. In lacs) 741.07 335.24

4. EPS 1.71 3.10

5. P/E Ratio 8.86 2.63

8. KEY MANAGERIAL PERSONNEL:

8.1 % INCREASE IN REMUNERATION OF DIRECTORS & KMP

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)

1. Mr. Ashok Chhajer Managing Director -

2. Mr. Rishab Chhajer Jt. Managing Director -

3. Mr. Raichand Golchha# CFO -

* Appointed during the year 2014-15.

8.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

9. PERSONNEL AND H. R. D.:

9.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company are one hundred. The relationship between average increase in remuneration and Company's performance is as perthe appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

9.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

10. PREFERENTIAL ALLOTMENT OF EQUITY SHARES:

As communicated in the Directors' Report for the year 2013-14, the Company, in the month of April, 2015, has allotted 7,80,000 Equity Shares (upon conversion of 7,80,000 Equity Warrants of Rs. 10/- each) of Rs. 10/- each at a premium of Rs. 17/- per share to Promoters & Promoters' group. There are no material variations between the projections and actual utilization of the funds raised through Preferential Allotment by the Company during the year 2014-15.

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

13. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

14. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co., Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Company Secretary.

15. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

17. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL & CDSL. I SI N for Equity Shares of the Company is: INE372D01019.

18. LISTING:

The Equity Shares of the Company are listed at BSE Limited, Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16. SEBI vide its order dated 14th May, 2015, has granted exist to Madras Stock Exchange Limited (MSE) as a Stock Exchange and in view of the same MSE has been de-recognised as Regional Stock Exchange.

19. GENERAL:

19.1. AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co, Chartered Accounts, Ahmedabad will retire at the ensuing 31st Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of auditor and notes on accounts are self explanatory.

19.2 INSURANCE:

The Company's properties including Building, Plants, and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

19.3 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ASSOCIATES/JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

19.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

For and on behalf of the Board,

Place : Ahmedabad. Rishab Chhajer Ashok Chhajer Date : 29th July, 2015. Joint Managing Director Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Directors pleasured to present the 30th Annual Report together with the Audited Statement of Accounts for the Financial Year 2013-14 ended on 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs in lacs) Particulars 2013-14 2012-13

Operating Profit (Before Interest & Depreciation) 591.87 518.53

Less : Financial Expenses 281.45 231.31

Profit before Depreciation 310.42 287.22

Less : Depreciation 131.98 125.82

Profit before tax 178.44 161.40

Less : Provision for current Tax (after MAT credit) 36.69 37.67

(Add): MAT Credit (22.26) -

Less : Deferred Tax Liability 47.05 13.11

Profit after tax 116.96 110.62

Add: Balance Brought Forward from Previous year 465.25 354.63

Balance carried to Balance Sheet 582.21 465.25

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, your Directors have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Gross revenue from operations during the year under review was Rs. 9707 lacs as compared to Rs. 6996 lacs during 2012-13.

The Operating Profit (Before Interest and Depreciation) was Rs. 591.87 lacs during the year under review compared to Rs. 518.53 lacs during 2012-13 showing an increase of 14.14%. The Profit before Tax for the year under review was Rs. 178.44 lacs against Rs. 161.40 lacs during 2012-13. The Net Profit of the Company stood at Rs. 116.96 lacs compared to Rs. 110.62 lacs for the year 2012-13 showing an increase of 5.73%.

The company has made export at FOB value of Rs. 3843.72 lacs during the year under review compared to Rs. 2386.96 lacs during 2012-13. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India.

6. DIRECTORS:

Mr. Kashyap R. Mehta and Mr. Anilkumar Bhandari, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013. Mr. Binod Chhajer, retires by rotation at this Annual General Meeting, being eligible offers himself for reappointment. Mr. Ashok Chhajer is being re-appointed as Managing Director of the Company. Mr. Alpesh R. Tripathi ceased to be Director upon resignation on 29th July, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2014 being end of the Financial Year 2013-14 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. ALLOTMENT OF EQUITY SHARES OF RS. 10/- EACH AT PREMIUM OF Rs. 17/- PER SHARE:

The Company allotted 17,75,000 Convertible Equity Warrants of Rs. 10/- each at premium of Rs. 17/- per Warrant on 6th March, 2013 to Promoters and Promoters'' Group after complying with all necessary procedures and guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009.

Pursuant to the condition stipulated for conversion option of Equity Warrants into Equity Shares within 18 months from the date of allotment, Equity Warrant Holders had exercised their option for conversion in March, 2013 and accordingly 4,30,000 Equity Shares were allotted on 15th March, 2013 upon conversion of Equity Warrants after complying with all necessary formalities.

Further the Equity Warrants holders in October, 2013 had exercised their option for conversion and accordingly 5,65,000 Equity Shares were allotted on 28th October, 2013 upon conversion of Equity Warrants after complying with all necessary formalities.

In April, 2014, the Equity Warrants holders had further exercised their option for conversion of remaining Equity Warrants and accordingly 7,80,000 Equity Shares were allotted on 28th April, 2014 after complying with all necessary formalities.

All the above allotted Equity Shares have been listed at Ahmedabad Stock Exchange Limited, BSE Limited and Madras Stock Exchange Limited at the time of their respective conversion. The post conversion of Equity Warrant into Equity Shares, the paid up capital of the Company stood at Rs. 4.89 Crores divided into 48,88,300 Equity Shares of Rs.10/- each. There is no outstanding Convertible Equity Warrants as on date.

9. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Anilkumar Bhandari Chairman

2. Mr. Kashyap R. Mehta Member

3. Mr. Binod Chhajer Member

10. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Anilkumar Bhandari Chairman

2. Mr. Binod Chhajer Member

3. Mr. Kashyap R. Mehta Member

11. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL & CDSL. ISIN allotted to the Equity Shares of the Company is INE372D01019.

12. LISTING:

The Equity Shares of the Company are listed at Ahmedabad Stock Exchange Limited, BSE Limited and Madras Stock Exchange Limited. The Company has paid Annual Listing Fees upto the year 2014-15.

13. MANGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

14. GENERAL:

14.1 INSURANCE:

The Company''s properties including Building, Plants and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

14.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory.

14.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

15. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

16. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad which is attached to the Directors'' Report.

17. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE I ANNEXED HERE WITH:

18. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19. ACKNOWLEDGMENT

Your Directors express their sincere gratitude for the assistance and co operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company''s goals.

for and on behalf of the Board,

Place : Ahmedabad. Rishab Chhajer Ashok Chhajer Date :29th July, 2014. Joint Managing Director Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors present the 29th Annual Report together with the Audited Statement of Accounts for the Financial Year 2012-13 ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs.in lacs)

Particulars 2012-13 2011-12

Operating Profit (Before Interest & Depreciation) 518.53 361.18

Less : Financial Expenses 231.31 169.34

Profit before Depreciation 287.22 191.84

Less : Depreciation 125.82 93.75

Profit before tax 161.40 98.09

Less : Provision for current Tax (after MAT credit) 37.67 4.49

Less : Deferred Tax Liability 13.11 26.57

Less : Income Tax of Earlier Years 0.24

Profit after tax 110.62 66.79

Add: Balance Brought Forward from Previous year 354.63 287.84

Balance carried to Balance Sheet 465.25 354.63

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/ Tarpaulin was 5,885 M.T during the year under review against 5,075 M.T. during 2011-12. The Gross Sales during the year under review was " 6996 lacs compared to " 5458 lacs during 2011-12.

The Operating Profit (Before Interest and Depreciation) was " 518.53 lacs during the year under review compared to " 361.18 lacs during 2011-12 showing an increase of 43.57%. The Profit before Tax for the year under review was " 161.40 lacs against" 98.09 lacs during 2011-12. The Net Profit of the Company stood at " 110.62 lacs compared to " 66.79 lacs for the year 2011-12 showing an increase of 65.62%.

The company has made export of material worth " 2387 lacs during the year under review compared to " 2134 lacs during 2011-12. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

The installed capacity of PP/HDPE-Fabrics/Sacks/Tarpaulin was increased from 4500 M.T. per annum to 5750 M.T. per annum.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities from State Bank of India, Ahmedabad.

6. DIRECTORS:

One of your Directors viz. Mr. Binod Chhajer retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2013 being end of the Financial Year 2012-13 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. ALLOTMENT OF 17,75,000 CONVERTIBLE EQUITY WARRANTS TO PROMOTERS ON PREFERENTIAL BASIS:

The Company, after obtaining necessary approvals, have allotted 17,75,000 Equity Warrants of Rs. 10/ - each at premium of Rs. 17/- per Equity Warrant on 6th March, 2013 to Promoters and Promoters'' Group on Preferential Basis after complying guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009. The said 17,75,000 Equity Warrants are convertible in to 17,75,000 Equity Shares within 18 months of allotment of Equity Warrants.

9. ALLOTMENT OF 4,30,000 EQUITY SHARES OF RS. 10/- EACH AT PREMIUM OF Rs. 17/- PER SHARE:

The Company allotted 17,75,000 Convertible Equity Warrants of Rs. 10/- each at premium of Rs. 17/- per Warrant on 6th March, 2013 to Promoters and Promoters'' Group after complying with all necessary procedures and guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009 as shown in Paragraph 8 above.

Pursuant to the condition stipulated for conversion option of Equity Warrants in to Equity Shares within 18 months from the date of allotment, Equity Warrant Holders have exercised their option to convert their part holding of 4,30,000 Equity Warrants in to 4,30,000 Equity Shares on 15th March, 2013 after complying with all necessary formalities. These Equity Shares have been also listed at Ahmedabad Stock Exchange Limited, BSE Limited and Madras Stock Exchange Limited. The balance 13,45,000 Convertible Equity Warrants may be converted in to 13,45,000 Equity Shares within 18 months of allotment of Equity Warrants at the option of Equity Warrant Holders.

10. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted to the Equity Shares of the Company is INE372D01019.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, BSE Limited, and Madras Stock Exchange Limited and the Company has paid Annual Listing Fees up to the year 2013-14.

12. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

13. ALTERATION IN THE ARTICLES OF ASSOCIATION:

The Company, after obtaining necessary approval of the Members at the Extra Ordinary General Meeting, has altered its Articles of Association by inserting Article 6(g) relating to Equity Warrants Disposal.

14. GENERAL:

14.1 INSURANCE:

The Company''s properties including Building, Plants, and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

14.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. They have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. The Members are advised to appoint Auditors at the ensuing Annual General Meeting. The remarks of Auditors are self explanatory.

14.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration, which requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

15. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

16. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Pinakin Shah & Co, Company Secretaries, Ahmedabad which is attached to the Directors'' Report.

17. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE I ANNEXED HERE WITH:

18. ACKNOWLEDGMENT

Your Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company''s goals.

for and on behalf of the Board,

Place : Ahmedabad. Ashok Chhajer

Date : 16th July, 2013. Chairman & Managing Director

---

Mar 31, 2012

The Directors present the TWENTY EIGHTH Annual Report together with the Audited statement of accounts for the Financial Year 2011- 12 ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs)

2011-12 2010-11

Operating Profit (Before Interest & Depreciation) 361.18 312.44

Less : Financial Expenses 169.34 148.00

Profit before Depreciation 191.84 164.44

Less : Depreciation 93.75 69.90

Profit before tax 98.09 94.54

Less : Provision for current Tax (after MAT credit) 4.49 -

Deferred Tax Liability 26.57 31.45

Income Tax of Earlier Years 0.24 -

Profit after tax 66.79 63.09

Add: Balance Brought Forward from Previous year 287.84 224.75

Balance carried to Balance Sheet 354.63 287.84

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/Tarpaulin was 5,075 M.T during the year under review against 3,799 M.T. during 2010-11. The Gross Sales during the year under review was Rs. 5458 lacs compared to Rs. 4111 lacs during 2010-11.

The Operating Profit (Before Interest and Depreciation) was Rs.361.18 lacs during the year under review compared to Rs.312.44 lacs during 2010-11 showing an increase of 15.60%. The Profit before Tax for the year under review was Rs.98.09 lacs against Rs.94.54 lacs during 2010-11. The Net Profit of the Company stood at Rs.66.79 lacs compared to Rs.63.09 lacs for the year 2010-11 showing an increase of 5.86%.

The company was able to export material worth Rs.2134 lacs during the year under review compared to Rs. 798 lacs during 2010-11. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

The installed capacity of PP/HDPE-Fabrics/Sacks/Tarpaulin was increased from 4500 M.T per annum to 5750 M.T. per annum.

4. RECOGNITION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded/recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities of Rs. 1659 lacs from State Bank of India, Ahmedabad.

6. DIRECTORS:

6.1 One of your Directors viz. Mr. Alpesh R. Tripathi, retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

6.2. The Board of Directors, in their meeting held on 13th February, 2012 have appointed Mr. Anilkumar Bhandari as Director of the Company. Your approval is sought as per the notice of the 28th Annual General Meeting.

6.3. The Board of Directors, in their meeting held on 13th February, 2012 have appointed Mr. Rishab A. Chhajer as Joint Managing Director of the Company. Your approval is sought as per the notice of the 28th Annual General Meeting.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2012 being end of the Financial Year 2011-12 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted to the Equity Shares of the Company is INE372D01019.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Chennai Stock Exchanges and the Company is generally regular in payment of Annual Listing Fees to all these Stock Exchanges.

10. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. GENERAL:

11.1 INSURANCE:

The Company's properties including Building, Plants, and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. They have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. The Members are advised to appoint Auditors at the ensuing Annual General Meeting.

The remarks of Auditors in paragraph 4 (vi) of their Report relating to non provision of doubtful debts is explained in note 32 to the accounts.

11.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration, which requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

12. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

13. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Pinakin Shah & Co, Company Secretaries, Ahmedabad which is attached to the Directors' Report.

14. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE - I ANNEXED HEREWITH.:

15. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

for and on behalf of the Board,

Ashok Chhajer Chairman & Managing Director

Place : Ahmedabad. Date : 16th July, 2012.

---

Mar 31, 2011

Dear Shareholders,

The Directors present the TWENTY SEVENTH Annual Report together with the Audited statement of accounts for the Financial Year 2010-11 ended on 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs. in lacs)

2010-11 2009-10

Operating Profit (Before Interest & Depreciation) 312.44 201.51

Less : Financial Expenses 148.00 109.53

Profit before Depreciation 164.44 91.98

Less : Depreciation 69.90 51.77

Profit before tax 94.54 40.21

Less : Provision for current Tax - 8.71

Deferred Tax Liability 31.45 1.38

Income Tax of Earlier Years - 0.02

Profit after tax 63.09 30.10

Add: Balance Brought Forward from Previous year 224.75 194.65

Balance carried to Balance Sheet 287.84 224.75

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/ Tarpaulin was 3,799 M. T. during the year under review against 2,825 M. T. during 2009-10. The Gross Sales during the year under review was Rs. 4111 lacs compared to Rs. 2816 lacs during 2009-10.

The Operating Profit (Before Interest and Depreciation) was Rs. 312.44 lacs during the year under review compared to Rs. 201.51 lacs during 2009-10 showing an increase of 55%. The Profit before Tax for the year under review was Rs. 94.54 lacs against Rs. 40.21 lacs during 2009-10. The Net Profit of the Company stood at Rs. 63.09 lacs compared to Rs. 30.10 lacs for the year 2009-10 showing an increase of 110%.

The Company was able to export material worth Rs. 797.59 lacs during the year under review compared to Rs. 530.30 lacs during 2009-10. The management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

The installed capacity of PP/HDPE-Fabrics/Sacks/Tarpaulin was increased from 3000 M. T. per annum to 4500 M. T. per annum.

4. RECOGNTION AS EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as Export House.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities of Rs. 1267 lacs from State Bank of India, Ahmedabad.

6. DIRECTORS:

One of your Directors viz. Shri Kashyap R. Mehta, retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2011 being end of the Financial Year 2010-11 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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.

8. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shareholders have an option to dematerialise their shares with either of the depositories. The ISIN No. allotted to the Equity Shares of the Company is INE372D01019.

9. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Chennai Stock Exchanges and the Company is generally regular in payment of Annual Listing Fees to all these Stock Exchanges.

10. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. GENERAL:

11.1 INSURANCE:

The Company's properties including Building, Plants and Machineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

11.2 AUDITORS:

The present Auditors of the Company M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. They have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. The Members are advised to appoint Auditors at the ensuing Annual General Meeting.

The remarks of Auditors in paragraph 4 (vi) of their Report relating to non provision of doubtful debts is explained in note 2(l) of Schedule 18 to the accounts.

11.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration, which requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

11.4 DEPOSITS:

The Company has not accepted any Deposits from general public or from Shareholders during the year under review.

12. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

13. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Mehta Hurkat & Associates, Company Secretaries, Ahmedabad which is attached to the Directors' Report.

14. PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE -I ANNEXED HEREWITH.

15. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

for and on behalf of the Board,

Ashok Chhajer Chairman & Managing Director

Place : Ahmedabad. Date : 30th May, 2011.

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Mar 31, 2010

The Directors present the TWENTYSIXTH Annual Report together witth the Audited statement of accounts for the Financial Year 2009-10 ended on 31stMarch, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs)

2009-10 2008-09

Operating Profit (Before Interest & Depreciation) 201.51 204.18

Less : Financial Expenses 109.53 119.54

Profit before Depreciation 91.98 84.64

Less : Depreciation 51.77 40.59

Profit before tax 40.21 44.05

Less: Provision for current Tax 8.71 4.54

Deferred Tax Liability 1.38 10.27

Provision for Fringe benefit tax - 0.80

Income Tax of Earlier Years 0.02 0.08

Profit after lax 30.10 28.36

Add: Balance Brougtht Forward from Previous year 194.65 166.29

Balance carried to BalanceSheet 224.75 194.65



2. DIVIDEND:

Witth a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommended dividend for the year under review.

3. REVIEW OF OPERATIONS:

The Production of PP/HDPE-Fabrics/Sacks/ Tarpaulin was 2,825 M.T. during the year under review against 2,993 M. T. during 2008-09. the Gross Sales during the year under review was Rs. 2816 lacs compared to Rs. 2751 lacs during 2008-09.

The Operating Profit (Before Interest and Depreciation) was Rs.201.51 lacs during the year under review compared to Rs. 204.18 lacs during 2008-09. the Profit before Tax for the year under review was Rs. 40.21 lacs against Rs. 44.05 lacs during 2008-09. the Net Profit of the Company stood at Rs. 30,10 lacs compared to Rs. 28.36 lacs for the year 2008-09.

The Company was able to export material worth Rs. 530.30 lacs during the year under review compared to Rs. 775.18 lacs during 2008-09. the management is of the firm opinion that during the current year, the export market will improve and in turn, the exports of the Company will increase to a greater extent.

4. RECOGNITION AS ONE STAR EXPORT HOUSE:

The Director General of Foreign Trade, on the basis of Export performance of the Company, has accorded / recognised the Company as One Star Export house.

5. FINANCE:

The Company is enjoying Financial Assistance in the form of term loans and working capital facilities of Rs. 1248 lacs from State Bank of India, Ahmedabad.

6. DIRECTORS:

One of your Directors viz. Shri Binod Chhajer, retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company, He,however, being eligible offers himself for reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2010 being end of the Financial Year 2009-10 and of the profit of the Company for the year;

(lii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance witth 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.

8. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the period under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime (India) Private Limited.

9. DEMATERIALISATION OF EQUITY SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). the Stharetholders have an option to dematerialise their shares with either of the depositories. the ISIN No. allotted to the Equity Sthares of the Company is INE372D01019.

10. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai and Chennai Stock Exchanges and the Company is generally regular in payment of Annual Listing Fees to all these Stock Exchanges.

11. CORPORATE GOVERNANCE:

the Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. GENERAL:

12.1 INSURANCE: the Companys properties including Building, Plants, and Macthineries, Stock, Stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

12.2 AUDITORS: the present Auditors of the Company M/s. Kantilal Patel S Co., Cthartered Accountants, Ahmedabad will retire at the ensuing Annual General meeting. they have submitted their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956. the Members are advised to appoint Auditors at the ensuing Annual General Meeting.

The remarks of Auditors in paragraph 4 (vi) of their Report relating to non provision of doubtful debts is explained in note 2(l) of Scthedule 18 to the accounts.

12.3 PARTICULARS OF EMPLOYEES: there is no employee drawing remuneration, wthich requires disclosures under the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS: the Company has not accepted any Deposits from general public or from Stharetholders during the year under review.

13. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

14. COMPLIANCE CERTIFICATE UNDER the COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Mehta hurkat 8 Associates, Compay Secretaries, Athmedabad wthicth is attacthed to the Directors Report.

15. PARTICULARS AS REQUIRED UNDER the COMPANIES (DISCLOSURE OF PARTICULARS IN the REPORT OF the BOARD OF DIRECTORS) RULES, 1988, IS AS PER ANNEXURE -I ANNEXED HEREWITH.

16. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude (or the assistance and co-operation extended by Financial Institutions, Banks, Government Authorities, Sharetholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.





for and on be half of the Board,

Place : Ahmedabad. Ashok Chhajer

Date : 29th May, 2010. Chairman & Managing Director