Directors Report of Gujarat Raffia Industries Ltd.

Mar 31, 2025

Your directors present the 39^th Annual Report together with the Audited Statement of Accounts for the year ending on 31^st March, 2025.

1. FINANCIAL RESULTS:

The summary of the Financial Results of the Company for the year under review along with the figures for the previous year is as follows:

(Rs. In Lakhs)
	Standalone
Particulars	2024-25	2023-24
Total Revenue	3057.43	3180.04
Less: Operating and other Admin Expense.	2824.35	2932.98
Profit Before Depreciation, Interest and Tax	233.10	247.06
Less: Depreciation	138.20	132.33
Less: Finance Costs	32.87	48.08
Exceptional Items	-	-
Profit Before Tax	62.03	66.65
Less: Current Tax	9.7C	10.00
Less: Earlier Year Tax	0.09	2.73
Less: Deferred Tax	-	-
(Excess) / Shortfall in provision for current tax for earlier years		-
Less: Minority Interest	-	-
Profit After Tax & Minority Interest	52.24	53.92
Earnings Per
Equity Share Basic Diluted	0.97 0.97	1.00 1.00

2. DIVIDEND:

With a view to conserving the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS & PERFORMANCE:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded total sales of Rs. 3057.43 Lakhs for the financial year ended on 31^st March, 2025 as compared to Rs. 3180.04 Lakhs for the financial year ended on 31^st March, 2024. The Profit before tax for the period under review is Rs. 62.03 Lakhs as compared to Rs. 66.65 Lakhs in the previous year 2023-24. The Profit after tax during the year under review is Rs. 52.24 Lakhs as against Rs. 53.92 Lakhs in the previous year 2023-24.

4. MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company for the year under review. There were no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report.

5. SHARE CAPITAL:

During the year under review, the Company has not increased its paid up capital. The paid up equity share capital of the Company as on 31^st March, 2025 is Rs. 5,40,45,000/-.

During the year under review, the company has neither issued share with differential voting rights nor granted stock options or sweat equity.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves for the current reporting period.

7. EXTRACT OF THE ANNUAL RETURN:

Further, in accordance with circular issued by government of Inaia “G.S.R. 159(E). dated, 05th March, 2021”, the requirement for preparing MGT-9 wiped off from Rule 12, as well, making it clear that MGT-9 is not required by any provision of the Act or Rules and in accordance with Sections 134 (3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014.

8. BOARD MEETINGS HELD DURING THE YEAR:

During the year, Six (06) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated in advance before the date of the meeting thereby enabling the Board to take informed decisions.

Sr. No.	Date on which	board	Total	No of
	Meetings were held		Strength	Directors

				of Board	Present
	1		17/05/2024	6	6
	2		14/08/2024	6	6
	3		14/11/2024	6	6
	4		20/12/2024	6	6
	5		14/02/2025	6	6
	6		31/08/2024	6	6
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:
	Sr. No.	Name of Directors		No. of Meeting Held	No. of Meeting Attended
	1.	Mr. Pradeep Bhutoria		6	6
	2.	Mrs. Sushma Bhutoria		5	6
	3.	Mr. Abhishek P Bhutoria		5	6
	4.	Mr. Anuj JayJayRam Purohit		5	6
	5.	Mr. Premjeet Singh		5	6
	6.	Mrs. Aditi Sharma		5	6

9. SUBSIDIARY COMPANIES:

The Company does not have subsidiary company, joint venture or associate companies during the year. There is no company which has ceased to be Company’s subsidiary, joint venture or associate company during the year.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has entered into any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- “A”.

11. CORPORATE GOVERNANCE:

The Company''s Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with Regulations No. 17 to 27, Clause-B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your Directors have though formed the sub-Committees of the Board as per requirements of Corporate Governance and they are operational, however, no detailed Report on Compliance with Conditions of Corporate Governance report are given here with. The Company is exempted from providing report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

13. INDEPENDENT DIRECTOR’S FAMILIARIZATION PROGRAMME:

Independent Directors at the time of their appointment are given the formal appointment letter mentioning various terms and conditions of their engagement. Independent Directors of the company are made aware of their role, duties, rights and responsibilities at the time of their appointment.

Independent Directors have visited the plants of the company for understanding of manufacturing operations and different processes of their plants.

The Board of Directors has complete access to the information within the company and to interact with senior management personnel. Independent Directors have freedom to interact with the management of the company.

The Familiarization Programme has been conducted during the year under review and different aspects such as legal compliance management, corporate governance and role of independent directors have been covered in the same.

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lacs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I\he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the comnanv; OR

(iv) Is a Chief Executive or dnector, by whatever name called, or any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

14. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by separate meeting held by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

16. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 17/03/2025 to carry out the evaluation for the financial year 2024-25 and inter alia, discussed the following:

> Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

> Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-executive Directors.

> Assessed the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

17. AUDITORS:

a) STATUTORY AUDITORS:

M/s. A.N. Ruparel & Co., Chartered Accountants (Firm Registration Number: 113413W) were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from FY 2020 - 21 to 2024 - 25 at the Extra Ordinary General Meeting held on January 04, 2021. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s. A.N. Ruparel & Co., Chartered Accountants will continue to act as Statutory Auditors of your Company for Financial Year 2024-25.

b) SECRETARIAL AUDITORS:

J.V. WADHWANI & ASSOCIATES, Practicing Company Secretaries is appointed to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. Your Company has received consent from Mr. CS Jaikishan Vasdev Wadhwani to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March 2025. The secretarial audit report for FY 2024-25 forms part of the Annual Report as ‘Annexure A’ to the Board''s report.

c) COST AUDITORS:

The Company is not engaged in any type of manufacturing activities of the products which requires its cost records to be audited and is also not coming within the preview of maintaining the cost records for manufacturing activities. Hence, no cost auditors are to be appointed.

18. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed Mr. AVINASH APPASAHEB SALUNKE, as Internal Auditors of the Company. Considering very minimum financial transactions in the company just to meet the routine Administrative expenses, the Company has not appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control system for the Company. The Board will appoint Internal Auditors as and when it deem fit and proper considering the adequate number of business, commercial operations and more financial transactions of varied nature.

19. COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:

• AUDIT COMMITTEE: The details pertaining to composition of the audit committee are as under.
Name of the Member	Designation	Category	No. of Committee Meetings held	Committee Meeting attended
Premjeet Singh	Chairman	Independent & non-executive	4	4
Pradeep R Bhutoria	Member	Executive	4	4
Aditi Sharma	Member	Independent & non-executive	4	4
The Audit Committee has done 4 meeting during this financial year.The Date of meeting is 16/05/2024, 13/08/2024, 13/11/2024 & 13/02/2025

The audit Committee is headed by Premjeet Singh as Chairman. The Committee has thorough knowledge of working, usage and accounting for financial transactions as per requirements of Companies Act and the Stock Exchange requirements.

The Committee meets at least once every quarter and prepares its minutes on the proceedings and business discussed and transacted. The Committee reports to Board of Directors. All committee reports and minutes are placed before the Board in all its meetings for information, guidance, directions and record keeping. In addition, the Committee also reviews the internal control systems operating within the organization and obtains guidance from the statutory auditors and other professionals of corporate repute from time to time to make timely compliances and payment of statutory dues.

B) ROLE AND RESPONSIBILITY OF AUDITCOMMITTEE:

The Committee acts as a bridge between the Statutory Auditors and the Board of Directors of the Company. It is authorized to select and establish accounting policies, review reports of the Statutory Auditors and meet with them to discuss and deliberate their suggestions, findings and other related matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the Auditor’s independence, performance and effectiveness of the audit process, overseeing of the Company’s financial reporting process and the disclosure of its financial information, and review the quarterly, half yearly and annual financial statements before submission to the Board for approval. Further the committee is liable to examine the financial statements and the Auditors’ Report thereon, approve transactions of the Company with its related parties including consequent modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze inter-corporate loans and investments, valuation of undertakings or assets of the Company wherever it is necessary. Further, it is also empowered to review the Management Discussion and Analysis of financial condition and results of operations and statement of significant related partv transactions. It also looks into anv other matter as referred to it by the Board of Dwectors from time to time.

Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE:)

The Stakeholders Relationship Committee has done 2 meeting during this financial year. The Date of meeting is 28/11/2024, 10/02/2025.

(A) TERMS OF REFERENCE:

This committee looks into investor complaints if any, and redresses the same expeditiously. Beside the committee approves allotment, transfer & transmission of shares, debentures, any new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Board of Directors. In addition, the committee also looks in to compliance with stock exchange listing agreement and circulation of shareholder and

general public interest information through proper media and stock exchanges from time to time.

(B) FORMATION	:
Name of the Member	Designation	Category	No. of Committee Meetings held	Committee Meeting attended
Mr. Permjeet Singh	Chairman	Independent & Non-Executive	2	2
Mr. Pradeep R Bhutoria	Member	Executive	2	2
Mr. Pradeep R Bhutoria	Member	Executive	2	2

(C) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. This Committee looks in to all aspects related to Shares, Bonds Securities and retail investors. The committee also looks after the dematerialization process of equity shares. The Committee is also empowered to keep complete records of shareholders, statutory registers relating to shares and securities, maintaining the complete record of share dematerialized, and complaints received from investors and other various agencies. The committee meets every month to approve all the cases of shares demat, transfer, issue of duplicate and resolution of the investors’ complaints, submission of information to various statutory authorities like NSDL / CDSL, SEBI, stock Exchanges, Registrar of companies periodically Other roles, duties, powers etc. have been clearly defined in line with the Regulation 20 of listing obligation and disclosure requirement rules of SEBI and kept flexible by the Board from time to time. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee as on 31.03.2025

Name of the Member	Designation	Category
Premjeet Singh	Chairman	Independent & Non-Executive
Aditi Sharma	Member	Independent & Non-Executive
Abhishek Bhutoria	Member	Director

The Nomination and Remuneration Committee has done 2 meeting during this financial year.The Date of meeting is 28/11/2024, 13/02/2025.

A) TERMS OF REFERENCE:

The remuneration committee comprises of all non-executive directors.

(i) To ascertain the requirements of and appointment of Key Managerial personals.

(ii) To prescribe rules, regulations, policy, requirements of qualifications and experience of key managerial personnel.

(iii) To decide the terms of conditions of employment and responsibilities, authorities of all executive directors, Managing Director and to ensure that they discharge their duties diligently and report to Board regularly.

(iv) To fix the remuneration payable to Managing Director, Executive Director, Whole Time Directors.

(v) To decide on distribution of profits as commission amongst various executive and non-executive directors.

(vi) To design, frame and make policy for remuneration payable for key managerial personnel and up to 3rd rank departmental heads by way of issue of shares as ESOP or stock options or otherwise including providing staff loans/ advances to subscribe to any ESOPs or Stock options by employees of the company.

Further except the cash reimbursement of actual expenses incurred by directors, no other benefits in the form of stock options or ESOP etc. are being offered to any directors of the Company or to any key managerial personnel for the year. As the company has long overdue accumulated losses in its books of accounts, it is not paying any sitting fees or commission of net profit or any other remuneration in kind to any of its directors. The Company does not have any key managerial personnel receiving remuneration of more than Rs. 200,000/- Per Month. The company is regular in labor compliances and payment of statutory labor dues with relevant authorities in time.

Other function roles duties powers etc. have been clearly defined in line with Regulation 19 of listing obligation and disclosure requirement rules of SEBI and kept flexible for medication by the Board from time to time.

20. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

21. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:

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

The Board has formulated Policy on Risk Management and the same is uploaded on the Company’s website at www. griltarp. com.

22. VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time.

23. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

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.griltarp.com .

24. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of Rs. 500,000 per month during the year or Rs. 60 Lacs, per annum in the aggregate if employed for a part of the year. (The Detailed Annaxure has been Enclosed (Annaxure-BL)

25. LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

26. DEPOSITS:

Your Comnany has not accepted any deposits from the public falling within the pur^ew of Section 73 ol the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2025 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013

for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

28. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1):

In compliance with Section 178 (1) as also in compliance with applicable Regulations of SEBI (LODR), 2015 the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR), 2015

b. The Company has constituted Nomination and Remunerauon Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR), 2015and provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.

d. The Company has policy to pay manageiiai remuneration to its Managing/Whole Time Directors based upon their qualificanon, experience and oast remuneration received by them from their previous employers and the company’s financial position.

e. The Company is not paying any commission on net profits to any directors.

f. During the year the Board has met 5 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in this report as mentioned elsewhere.

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

A statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows A) Conservation of energy-

Sr. No.

Particulars

Status

	i.	the steps taken or impact on conservation of energy;		Every effort is being voluntarily made by the company
	ii.	the steps taken by the company for utilizing alternate sources of energy;		Not Applicable
	iii.	the capital investment on energy conservation equipments;		Not Applicable
(B) Technology absorption-
	Sr. No.	Particulars		Status
	i.	the efforts made towards technology absorption;		Every effort is being voluntarily made by the company
	ii.	the benefits derived like product improvement, cost reduction, product development or import substitution;		Not Applicable
	iii.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed;		Not Applicable
		(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
	iv.	the expenditure incurred on Research and Development		Not Applicable
(C) Foreign exchange earnings and Outgo- (In Lakhs)
	Particulars		2024-25 Current Year		2023-24 Previous Year
	Foreign Exchange Earnings		1163.65		616.47
	Foreign Exchange Outgo		346.84		398.18

30. RETIRE BY ROTATION AND SUBSEQUENT RE- APPOINTMENT:

Mrs. SUSHMA PRADEEP BHUTORIA (DIN: 00284819), is liable to retire by rotation at the ensuing AGM in accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment.

Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The Board recommends his re-appointment.

31. DISCLOSURE UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

32. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

33. ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES

The Company does not cross the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 20 i4 relating to Corporate Social Responsibility, and hence CSR is not applicable to the Company.

34. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

35. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

37. OBSERVATIONS IN SECRETARIAL AUDITORS’ REPORT:

1. The Company has not maintained the record of the MSME creditors and due to which the company has not Filed Form MSME-1 with Registrar of Companies as per Section 9 of the Micro, Small and Medium Enterprise Development (MSMED) Act, 2006.

2. The Company has not provided proper supporting documents relating appropriate holding of the Committee meetings during the financial year.

3. The Independent Directors have not submitted documentation confirming their registration with the Independent Directors'' Data Bank, nor have they provided evidence of having passed the requisite qualifying examination as mandated for Independent Directors as required by applicable laws and regulations.

4. The Company has not Appointed the Qualified Professional as internal Auditor.

5. The Company has not Timely Renewed the SDD software during the year, however we cannot comment any event recorded or not during the Period.

6. The website of BSE Ltd still shows the names of some persons as Directors/KMP of the Company, even though they are no longer Directors or KMPs as on date. Also, the designation of some Directors is not showing properly. The Company will take necessary steps to update BSE in this regard.

38. BOARD’S COMMENT ON THE SECRETARIAL AUDITORS’ REPORT:

1. The Management has taken the suitable measures to taken care that creditors are MSME Registered or not, but the Management not received the appropriate response from the Creditor regarding there MSME Registered Status, thus due to not having proper response the management is unable to maintain any suitable record.

2. The Management respectfully submits that all applicable Committee meetings were duly held during the financial year under review. However, it is noted that certain supporting documents were not properly compiled or presented at the time of ''nspection.

3. The Management acknowledges the observation regaramg the documentation for Independent Directors We wish ro inform you that the Company has already taken necessary steps to ensure compliance with the applicable provisions under the Companies Act, 2013 and relevant SEBI regulations concerning Independent Directors.

4. The company has Mentioned a Internal Auditor of company in Ppoint No. 18 of Director report.

The Company has appointed Mr. AVINASH APPASAHEB SALUNKE, as Internal Auditors of the Company. Considering very minimum financial transactions in the company just to meet the routine Administrative expenses, the Company has not appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control system for the Company. The Board will appoint Internal Auditors as and when it deem fit and proper considering the adequate number of business, commercial operations and more financial transactions of varied nature.

⁵. We acknowledge the observation regarding the delayed renewal of the Structured Digital Database (SDD) software. The delay was unintentional and occurred due to

administrative reasons. However, the Company has since completed the renewal process, and the SDD system is currently active and in use.

6. The Company has noted that certain individuals who are no longer associated with the Company as Directors or KMPs continue to be reflected on the BSE portal, and the designations of some current Directors are not accurately updated. We wish to inform that the Company is in the process of coordinating with the designated BSE support team and the Registrar and Share Transfer Agent (RTA) to rectify and update the said details at the earliest.

The Company remains committed to ensuring accurate and timely disclosures in compliance with the applicable provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

7. We would like to inform you that the matter has been taken up on priority, and the Company is in the process of initiating all necessary actions to open the escrow demat account in compliance with applicable regulatory requirements. The Company is committed to ensuring full compliance and expects to complete the process without any undue delay.

39. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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

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Mar 31, 2024

Your Directors present the 38^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The summary of Financial Results of the Company for the year under review along with the figures for previous year is as follows:

(Dc Tn I aUhcA

	Standalone
Particulars	2023-24	2022-23
Total Revenue	3180.04	4137.88
Less: Operating and other Admin Expense.	2932.98	3775.86
Profit Before Depreciation, Interest and Tax	247.06	363.01
Less: Depreciation	132.33	128.03
Less: Finance Costs	48.08	106.19
Profit Before Tax and Exceptional Items	66.65	127.79
Exceptional Items	-	-
Profit Before Tax	66.65	127.79
Less: Current Tax	10.00	20.00
Less: Earlier Year Tax	2.73	5.07
Less: Deferred Tax	-	-
(Excess) / Shortfall in provision for current tax for earlier years	-	-
Less: Minority Interest	-	-
Profit After Tax & Minority Interest	53.92	102.72
Earnings Per Equity Share Basic	1.00	1.90
Diluted	1.00	1.90

2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded total sales of Rs. 3180.04 Lakhs as compared to Rs. 4137.88 Lakhs for the financial year ended on 31^st March, 2023. The Profit before tax for the period under review is Rs. 66.65 Lakhs as compared to Rs. 127.79 Lakhs in the previous year 2022- 23. The Profit after tax during the year under review is Rs. 53.91 Lakhs as against Rs. 102.72 Lakhs in the previous year 2022- 23.

4. MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company for the year under review. There were no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report.

5. SHARE CAPITAL:

During the year under review, the Company has not increased its paid up capital. The paid up equity share capital of the Company as on 31^st March, 2024 is Rs. 5,40,45,000/-.

During the year under review, the company has neither issued share with differential voting rights nor granted stock options or sweat equity.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves for the current reporting period. An amount of ^ 54.39 Lakhs is proposed to be retained in the Statement of Profit and Loss of the Company.

7. EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - A.

8. BOARD MEETINGS HELD DURING THE YEAR:

During the year, Nine Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated in advance before the date of the meeting thereby enabling the Board to take informed decisions.

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1	10/05/2023	4	4
2	29/05/2023	4	4
3	16/07/2023	4	4
4	14/08/2023	4	4
5	29/08/2023	4	4
6	11/11/2023	5	5
7	19/01/2024	6	6
8	14/02/2024	6	6

Sr. No.	Name of Directors	No. of Meeting Held	No. of Meeting Attended
1.	Mr. Pradeep Bhutoria	8	8
2.	M rs. Sushma Bhutoria	8	8
3.	Mr. Abhishek P Bhutoria	8	8
4.	Mr. Anuj JayJayRam Purohit	8	8
5.	Mr. Premjeet Singh	2	2
6.	M rs. Aditi Sharma	1	1

9. SUBSIDIARY COMPANIES:

The Company does not have subsidiary company, joint venture or associate companies during the year. There is no company which has ceased to be Company''s subsidiary, joint venture or associate company during the year.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Executive and Non-executive Directors including no Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mrs. Pradeep Kumar Bhutoria, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

Mr. Premjeet Singh Appointed as an Independent Director During the year.

Mrs. Aditi Sharma appointed as an Independent Director during the year.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

11. INDEPENDENT DIRECTOR''S FAMILIARIZATION PROGRAMME:

Independent Directors at the time of their appointment are given the formal appointment letter mentioning various terms and conditions of their engagement. Independent Directors of the company are made aware of their role, duties, rights and responsibilities at the time of their appointment.

Independent Directors have visited the plants of the company for understanding of manufacturing operations and different processes of their plants.

The Board of Directors has complete access to the information within the company and to interact with senior management personnel. Independent Directors have freedom to interact with the management of the company.

The Familiarization programme has been conducted during the year under review and different aspects such as legal compliance management, corporate governance and role of independent directors have been covered in the same.

12. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by separate meeting held by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

14. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 15^th March, 2024 to carry out the evaluation for the financial year 2023-24 and inter alia, discussed the following:

> Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

> Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-executive Directors.

> Assessed the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

15. AUDITORS:

a) STATUTORY AUDITORS:

M/s. A.N. Ruparel & Co., Chartered Accountants (Firm Registration Number: 113413W) were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from FY 2020 - 21 to 2024 - 25 at the Extra Ordinary General Meeting held on January 04, 2021. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of appointment of Statutory Auditor is not considered in this Annual

General Meeting. In view of the same M/s. A.N. Ruparel & Co., Chartered Accountants will continue to act as Statutory Auditors of your Company for Financial Year 2024-25.

b) SECRETARIAL AUDITORS:

Mr. CS Himashu Maheshwari, Practicing Company Secretaries is appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. Your Company has received consent from Mr. Himanshu Maheshwari to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2024. The secretarial audit report for FY 2023-24 forms part of the Annual Report as ''Annexure B'' to the Board''s report.

16. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed Mr. Devansh Shah, as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such system is adequate and operating effectively.

17. AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

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

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

19. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:

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

The Board has formulated Policy on Risk Management and the same is uploaded on the Company''s website at www.griltarp.com.

20. VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time.

21. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

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.griltarp.com .

22. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and statement of particulars of employees is annexed as Annexure - C & D.

23. LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

24. DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

25. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2024 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That 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.

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

A statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - E.

27. CORPORATE GOVERNANCE:

As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Chartered Accountant regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Regulation is annexed to this Report.

28. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

29. LISTING OF SHARES OF THE COMPANY

The equity shares of the Company are actively traded on both BSE Ltd., National Stock Exchange of India Ltd and CSE.

30. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

31. ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES

The Company does not cross the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility, and hence CSR is not applicable to the Company.

32. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

33. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

35. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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

By order of the Board of Directors For Gujarat Raffia Industries Limited

Sd/-

Date: 31^st August, 2024 Pradeep Bhutoria

Place: Santej Chairman & Managing Director

DIN:-00284808

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Mar 31, 2015

Dear Members,

The Directors present the Twenty Ninth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS :

The summary of Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(Rs.In Lacs)

Standalone

Particulars 2014-15 2013-14

Total Revenue 3883.74 3680.30

Profit Before Depreciation,Interest 442.87 335.68 and Tax

Depreciation 205.80 122.10

Finance Costs 138.39 118.34

Profit Before Tax and Exceptional 98.68 95.24 Items

Exceptional Items - -

Profit Before Tax 98.68 95.24

Current Tax 18.80 18.64

Deferred Tax - -

(Excess) / Shortfall in provision - - for current tax for earlier years

Minority Interest 0.00 0.00

Profit After Tax & Minority 79.88 76.59 Interest

2. DIVIDEND :

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS :

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs. 38,49,29,258 /- as compared to Rs. 36,09,04,401/- and earned other income of Rs. 9,63,550/ - as compared to Rs. 30,66,075/- for the financial year ended on 31st March, 2014 .The Profit before tax for the period under review is Rs. 98,68,454/- as compared to Rs. 95,24,233/- in the previous year. The Profit after tax during the year under review is Rs.79,88,094/- as against Rs.76,59,527/- in the previous year 2013-14.

4. MATERIAL CHANGES, TRANSACTION AND COMMITMENT/CHANGE IN THE NATURE OF BUSINESS, IF ANY :

There is no change in the nature of the business of the Company for the year under review.

During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA) :

MDA, for the year under review, is presented in a separate section, which forms part of the Annual Report.

6. SHARE CAPITAL :

During the year under review, the Company has not increased its paid up capital. The paid up equity share capital of the Company as on 31st March, 2015 is Rs. 4,99,47,750/-.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. TRANSFER TO RESERVES :

The Company proposes to transfer Rs. 14.34 Lacs to the General Reserves. An amount of Rs. 47.37 Lacs is proposed to be retained in the Statement of Profit and Loss of the Company.

8. SUBSIDIARY COMPANIES :

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company which has ceased to be Company's subsidiary, joint venture or associate company during the year.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, the members, in their Annual General Meeting held on 23rd September, 2014, approved the appointment of Shri Alpesh Tripathi and Shri Dipen Shah as Independent Directors who are not liable to retire by rotation.

All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreement with Stock Exchanges.

During the year under review, Shri Abhishek Bhutoria was appointed as Additional Director in the capacity of Non Executive of the Company with effect from 1st September, 2015. We seek your confirmation for appointment of Shri Abhishek Bhutoria as Non Executive Director, on rotational basis. Based on disclosures provided by him, he is not disqualified from being appointed as Director as per section 164 of the Companies Act, 2013.

Smt. Sushma Bhutoria, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year under review.

The brief resumes and other relevant documents of the Directors being appointed / re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting, for your perusal.

10. BOARD MEETINGS :

During the year, eight Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

Board meeting dates are finalised in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated in advance before the date of the meeting thereby enabling the Board to take informed decisions.

11. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME :

Independent Directors at the time of their appointment are given the formal appointment letter mentioning various terms and conditions of their engagement. Independent Directors of the company are made aware of their role, duties, rights and responsibilities at the time of their appointment.

Independent Directors have visited the plants of the company for understanding of manufacturing operations and different processes of their plants.

The Board of Directors have complete access to the information within the company and to interact with senior management personnel. Independent Directors have freedom to interact with the management of the company.

The Familiarisation programme has been conducted during the year under review and different aspects such as legal compliance management, corporate governance and role of independent directors have been covered in the same.

12. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report which forms part of the Annual Report.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The said policy is attached here with as Annexure - G

14. AUDITORS :

a) STATUTORY AUDITORS :

Pursuant to provision of Section 139 of the Act and the rules framed thereunder, PGT & Associates, Chartered Accountant, were appointed as statutory auditors of the Company from the conclusion of the twenty eighth annual general meeting (AGM) of the Company held on 23rd September, 2014 till the conclusion of thirty third AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

b) SECRETARIAL AUDITORS :

Pursuant to the provisions of Section 204 of the Companies Act.2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Punit S. Lath, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - B.

The observations of the secretarial auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

15. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s. Tulsian Sanjay & Co., as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such system are adequate and operating effectively.

16. AUDIT COMMITTEE :

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

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

There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

18. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT :

At present the company has not identified any element of risk which may threaten the existence of the company. The Board has formulated Policy on Risk Management and the same is uploaded on the Company's website at www.griltarp.com

19. VIGIL MECHANISM :

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns and irregularities, if any in the Company, noticed by them. The same is reviewed by the Audit Committee from time to time.

20. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS :

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details on Related Party Transactions in Form AOC - 2 has been enclosed as Annexure - F.

The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Company's website at www.griltarp.com.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company.

21. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES :

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and statement of particulars of employees is annexed as Annexure - D & E.

22. LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

23. DEPOSITS :

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

24. EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - A.

25. DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm:

a. that in the preparation of the annual accounts for the year ended 31st March 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2015 and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts/financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that 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.

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

A statement containing the necessary information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - C.

27. CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a separate Report on Corporate Governance forms part of the Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this report.

28. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013 :

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

29. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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

By order of the Board of Directors For Gujarat Raffia Industries Limited

Date : 1st September 2015 Pradeep Bhutoria Place : Santej Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors present the Twenty Eight Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS :

The summary of Financial Results of the Company for the year under review along with the figures for previous year are as follows: Particulars (Rs. In lacs) (Rs. In lacs) Financial year Financial Year Ended Ended 31-03-2014 31-03-2013 (12 Months) (12 Months)

Operating Profit / Loss(Before Interest and Depreciation) 335.68 178.10 Less: Interest 118.34 40.47

Profit / Loss before Depreciation 217.34 137.63

Less: Depreciation 122.10 65.35

Profit / Loss for the year 95.24 72.28

Add: Extraordinary Income (Net) - -

Add: Prior period Income - -

Profit / Loss before Tax 95.24 72.28

Fringe Benefit Tax 0.00 0.00

Provision for Taxation 18.65 14.25

Profit / Loss after Tax 76.59 58.03

2. DIVIDEND :

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS :

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.39,53,95,904/- as compared to Rs.30,00,17,878/- and earned other income of Rs.30,66,075/-(12 months) as compared to Rs.4,50,014/- for 12 months ended 31-03-2013. The Profit before tax for the period under review is Rs. 95,24,233/- as compared to Rs.72,27,769/- (12 months) in the previous which is gone up by 31.77% due to sales increase. The Profit after tax during the year under review is Rs.76,59,527/- as against Rs.58,02,769/- (12 months) in the previous year 2012-13.

4. DIRECTORS :

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Prakash Ramnani (DIN: 00362845), Independent Director of the Company has resigned w.e.f. February 20, 2014. The Board of Director placed on record the invaluable contributions of Mr. Prakash Ramnani towards the progress of the Company Mr. Pradeep Bhutoria (holding DIN: 00284808), Chairman & Managing Director, retires by rotation and being eligible, offer himself for re-appointment.

The Board at its meeting held on 13th August, 2014, subject to approval of the shareholders, appointed Mr. Alpesh Rajeshbhai Tripathi (DIN: 00170278) and Mr. Dipen Mahasukhlal Shah (DIN: 06385027) , existing Independent Directors, as Independent Directors on the Board of Directors of the Company, for a period of five consecutive years from 1st April, 2014 upto 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("the Act") read with Schedule IV of the Act.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the Company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

Pursuant to the provisions of Sections 203, 178 and other applicable provisions of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board at its meeting on 13 August,2014 also appointed Mr. Pradeep Bhutoria, Chairman & Managing Director.

5. 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:

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2014 and of profit or loss of the company.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

6. PERSONNEL :

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

7. LISTING :

The Equity Shares of the Company are listed on the Bombay and National Stock Exchange.

8. CORPORATE GOVERNANCE :

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

9. DEMATERIALISATION OF EQUITY SHARES :

Shareholders have an option to dematerialize their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE610B01024

10. GENERAL :

10.1 INSURANCE :

The Company''s properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

10.2 AUDITOR''S AND THEIR REPORT :

STATUTORY AUDITORS :

M/s. P G T & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and relevant certification from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. P G T & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

COST AUDITOR :

The Board of Directors has, on recommendation of the Audit Committee, at its meeting held on 13th August, 2014 appointed M/s. A. G. Tulsian & Co., Cost Accountants, as the Cost Auditor of the Company for audit of cost accounting records of its organic - non organic plastic activities for the financial year 2014-15 and has also fixed the remuneration for audit of cost accounting records for the said financial year. In terms of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014, it is proposed by the Board to recommend the remuneration approved in its meeting, for ratification by the shareholders in the ensuing Annual General Meeting of the Company.

10.3 PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

12. ACKNOWLEDGEMENT :

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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

By Order of the Board,

Date : 13 th August, 2014 Pradeep Bhutoria Place : Santej Chairman & Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors present the Twenty Seventh Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs) Financial Year Financial Year Particulars Ended 31-03-2013 Ended 31-03-2012 (12 Months) (12 Months)

Operating Profit / Loss 178.10 148.84

(Before Interest and Depreciation)

Less: Interest 40.47 25.46

Profit / Loss before Depreciation 137.63 123.38

Less: Depreciation 65.35 52.94

Profit/Loss for the year 72.28 70.44

Add: Extraordinary Income (Net) - -

Add: Prior Period Income - -

Profit/Loss before Tax 72.28 70.44

Fringe Benefit Tax 0.00 0.00

Provision for Taxation 14.25 13.5

Profit/Loss after Tax 58.03 56.94



2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.30,00,17,878/- as compared to Rs.29,18,04,726/- and earned other income of Rs.4,50,013/- (12 months) as compared to Rs.24,72,195/- for 12 months ended 31.03.2012.The Profit before tax for the period under review is Rs.72,28,793/- as compared to Rs. 70,43,692/- (12 months) in the previous which is gone up by 2.62% due to sales increase. The Profit after tax during the year under review is Rs.58,03,793/- as against Rs.56,93,692/- (12 months) in the previous year 2011-12.

4. DIRECTORS:

Mr. Prakash Ramnani, Director and Mrs. Sushma P. Bhutoria, Whole Time Director retires by rotation from the Board in pursuance of provisions of Section 256 of the Companies Act, 1956 and being eligible offers themselves for reappointment.

5. 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:

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2013 and of profit or loss of the company.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

6. PERSONNEL:

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

7. LISTING:

The Equity Shares of the Company are listed on the Bombay and National Stock Exchange.

8. CORPORATE GOVERNANCE:

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

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL.The ISIN allotted is INE610B01024

10. GENERAL:

10.1 INSURANCE:

The Company''s properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

10.2 AUDITORS:

The present Auditors of the Company M/s. PGT & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

10.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure -1, and conservation of energy as per Annexure - II.

12. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude forthp assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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



By Order of the Board,

Date :30.05.2013 Pradeep Bhutoria

Place : Santej Chairman & Managing Director

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Mar 31, 2012

Dear Shareholders,

The Directors present the Twenty Sixth Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs) Financial Year Financial Year Particulars Ended 31-03-2012 Ended 31-03-2011 (12 Months) (12 Months)

Operating Profit / Loss 148.84 159.68

(Before Interest and Depreciation)

Less : Interest 25.46 22.88

Profit / Loss before Depreciation 123.38 136.80

Less: Depreciation 52.94 67.88

Profit/Loss for the year 70.44 68.92

Add: Extraordinary Income (Net) - -

Add: Prior Period Income - -

Profit/Loss before Tax 70.44 68.92

Fringe Benefit Tax 0.00 0.00

Provision for Taxation 13.50 12.78

Profit/Loss after Tax 56.94 56.14

2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.29,18,04,726.00 as compared to Rs.27,37,62,966.00 and earned other income of Rs.24,72,195.00 (12 months) as compared to Rs.21,95,832.00 for 12 months ended 31.03.2011.The Profit before tax for the period under review is Rs.70,43,692.00 as compared to Rs.68,92,116.00 (12 months) in the previous which is gone up by 2.19% due to sales increase. The Profit after tax during the year under review is Rs.56,93,692.00 as against Rs.56,14,116.00 (12 months) in the previous year 2010-11.

4. DIRECTORS:

During the year under review, Mr. Dipen M. Shah was appointed as Additional Director of the Company with effect from 15th March, 2012. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting.

The Board of Directors appointed Mrs. Sushma P Bhutoria as Whole Time Director of the Company for a period of five years with effect from 1st April, 2012 subject to the approval of shareholders at the ensuing Annual General Meeting.

Mr. Alpesh R. Tripathi retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

5. 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:

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2012 and of profit or loss of the company.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

6. PERSONNEL:

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

7. LISTING:

The Equity Shares of the Company are listed on the Bombay, Ahmedabad, Calcutta and National Stock Exchange.

8. CORPORATE GOVERNANCE:

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

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE897A01011.

10. GENERAL:

10.1 INSURANCE:

The Company's properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

10.2 AUDITORS:

The present Auditors of the Company M/s. PGT & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self explanatory.

10.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

12. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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

By Order of the Board,

Date :30.05.2012 Pradeep Bhutoria

Place : Santej Chairman & Managing Director

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Mar 31, 2010

The Directors present the Twenty Fourth Annual Report together with the Audited Statement of Accounts for the 15 months period ended on 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in lacs) (Rs. in lacs) Period Ended Period Ended Particulars 31-03-2010 31-12-2008 15 Months 15 Months

Operating Profit / Loss 218.67 218.80 (Before Interest and Depreciation)

Less: Interest 43.71 58.16

Profit / Loss before Depreciation 174.96 160.64

Less; Depreciation 74.65 84.60

Profit/Loss tor the year 100.31 76.04

Add: Extraordinary income (Net) 0.00 0.00

Add: Prior Period Income (0.12) (0.32)

Profit/Loss before Tax 100.19 75.72

Fringe Benefit Tax 0.15 0.65

Provision for Taxation 15.48 13.50

Profit/Loss after Tax 84.56 61.57

2. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company have not recommended any dividend for the year under review.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director report that during the year under review, in spite of economic slowdown the Company has recorded a total sales of Rs.29,98,32,462.00 as compared to Rs.29,00,82,711.00 and earned other income of Rs. 12,31,865.00 as compared to Rs.48,24,162,00 for 15 months ended 31-03-2010. The Profit before tax for the period under review is Rs. 1,00,19,452.00 as compared to Rs.75,71,831.00 in the previous which is gone up by 32.32% due to sales increase. The Profit after tax during the year under review is Rs.84,56,452.00 as against Rs.61,56,831.00 in the previous year 2007-08.

4. DIRECTORS:

Shri Prakash D. Ramnani retires by rotation in terms of Article of Association of the company. He, however, being eligible offer himself for reappointment.

5. 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:

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2010 and of profit or loss of the company for that period.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and Of detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

6. PERSONNEL:

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

7. LISTING:

The Equity Shares of the Company are listed on the Bombay, Ahmedabad, Calcutta and National Stock Exchange.

8. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchange/s, a Management Discussion & Analysis Statement, a report on corporate governance together with Auditors' Certificate regarding compliance of conditions of Corporate Governance form part of the Annual Report.

9. GENERAL:

9.1 INSURANCE:

The Company's properties including building, plants, machineries, stock, stores etc. continued to be adequately insured against risks such as fire, riots, strikes etc.

9.2 AUDITORS:

The present auditors of the Company M/s. Talati & Talati, Chartered Accountants, Ahmedabad will retire at the ensuring Annual General Meeting, They have submitted certificate for their eligibility for reappointment under Section 224(1 B) of the Companies Act, 1956,

The Notes of the auditors to the accounts are self explanatory,

9.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

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

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

11. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

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

By Order of the Board,

Date :04.05.2010 Pradeep Bhutoria

Place ; Santej Chairman & Managing Director