Directors Report of Hiran Orgochem Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting Thirty first Annual Report of the Company together with the Audited Statements of Accounts of your company for the financial for the year ended 31st March, 2015.

1. Financial Highlights:

The Company's financial performance for the year under review along with previous years figures are given hereunder:

(Rs. in Lacs)

Particulars Current Period Previous Year (1" April, 2014 (1July,2013 to to 31"March, 31'March, 2015) 2014)

Net Sales and Other Income 130.48 356.58

Less: Expenditure except Finance Cost & Depreciation 2900.35 908.89

Profit/fLoss) before Finance Cost, Depreciation & Taxation (2769.87) (552.31)

Less: Finance Cost & Depreciation 5.77 169.26

Less: Extraordinary Item Profit / (Loss) before Taxation (2775.64) (721.57)

(Add)/Less: Provision for Taxation & deferred Tax

Profit/(Loss) after Taxation (2775.64) (721.57)

2. Performance:

The financials of the Company for the period ended 31" March, 2015 during the year Company registered sales including other income of Rs. , 1,30,48,140/- The Company suffered net Loss after tax of Rs. (27,75,64,088.54). Company currently does not have manufacturing as factory is in possession of SBI bank as mentioned in last year annual report, currently SBI has assigned all the rights, title and interest in financial assistances granted to Company in favour of Edelweiss Asset reconstruction company as informed to Company by Edelweiss via letter no: EdelARC/4392-2014 dated 13*1 June, 2014. The Sales shown in Annual Accounts is due to trading activities.

3. Dividend

Considering the financial position of the Company your Directors express their inability to recommend any dividend for the financial year ended 31 "March, 2015.

4. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend relating to past 7 financial years and more cumulating to Rs. 4.22 Lacs is due for remittance on and shall be transferred to the Investor Education and . Protection Fund established by the Central ' Govemmentasperapplicablelaws.

5. Reserves And Surplus

Company has not transferred any amount to reserves dCie to losses.

6. Share Capital

The authorised share capital of the Company as on March 31,2015 is Rs. 1,050,000,000/-.

The total paid up capital of the Company as on March 31, 2015 is Rs. 98,65,68,600/- comprising of 98,65,68,60 Equity Shares of Rs. 10/-.

7. Directors And Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 the Board of Directors of the Company appointed Mrs. Dariyadevi Hiran as an Additional Director of the Company in the Board Meeting held on 31" January, 20T5 under Section 161 of the Companies Act, 2013 who holds office up to the date of this Annual General Meeting. Subject to approval of members the Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director The Board recommends her appointment.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the financial year ended 313 March 2015, 7 (seven) Board meetings (excluding adjourned meeting) were held i.e. on 30th May, 2014, 6* August, 2014, 14th August, 2014, 1st September, 2014, 14th November, 2014, 31st January, 2015 and 12th February, 2015.

The Audit Committee meetings were held i.e. on 30th May, 2014, 14th August, 2014, 1st September,2014, 14th November, 2014 and 13th February 2015.

The maximum interval between any two meetings was well within the maximum allowed gap of four months.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

10. Report On Corporate Governance

Pursuant to clause 49 of the listing agreement entered into with stock exchanges, the following have been made a part of the Annual Report and are attached to this Report:

* Management Discussion and Analysis Report

* Report on Corporate Governance

* Auditors' Certificate regarding compliance of conditions of Corporate Governance

11. Committees Of The Board

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows: .

* Audit Committee

* Stakeholders'Relationship Committee

* Nomination and Remuneration Committee *

* Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Report.

12. Remuneration Policy

The Board has, on recommendation of the Nomination & Remuneration Committee framed for selection and appointment of Directors, Senior Management and their remuneration.

13. Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate And The Date Of The Report

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

14. Statement Concerning Development And Implementation Of Risk Management Policy Of The Company

The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Agreement.

The Risk Management Committee lays down procedures:

a) To inform Board members about the risk assessment and minimization procedures.

b) Framing, implementing and monitoring the risk management plan forthe company.

c) Any other matter that may be entrusted to the Committee by the Board.

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee.

15. Details Of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

16. Particulars Of Loans. Guarantees Or Investments Made Under Section 186 Of The Companies Act, 2013

The particulars of loans, guarantees and investments made & given by the Company in the year 2014-2015 as per Section 186 of Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

17. Particulars Of Contracts Or Arrangements Made With Related Parties:

All the Related Party Transactions are entered on arm's length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large.

18. Explanation Or Comments On Qualifications, Reservations Or Adverse Remarks Or Disclaimers Made By The Auditors And The Practicing Company Secretary In Their Reports And Management's Reply For The Same

A) Ankita Gandhi & Associates (Internal Auditors)

Sr. Auditors Observation Managements Reply No.

1. There were some short TDS Immediate necessary rectification deduction for the payments actions has been taken by made to vendors and contractors board and shall deduct the short during the year ended 31" (difference) mount in March, 2015. atheir future payments.

B) MVK Associates

(Statutory Auditors)

Sr. Auditors Observation Managements Reply No.

1. Company has exceeded the limit The Company at the time specified in of Section 186of borrowing under Section 293 Companies Act, 2013 as regards and while investing funds to lending money. under Section 372A of the Companies Act, 1956 has passed the necessary special/ ordinary resolution and further, The company has initiated Posatl ballot for approval of Shareholder for regularizing current borrowing Limites under the Companies Act, 2013, notice postal ballot which be dispatched on 5th September, 2015 and result of which shall be declared on 4th October, 2014.

2. Sales recognized by the company The management has to inform were not in conformity with the that same has been noted and sales tax returns filed by the Immediate necessary company. Sales as per books of rectification actions will be accounts were 42.22 lakhs however initiated. sales as per returns filed by the company was Nil

3. Company has nof appointed Chief Company is seeking for Financial Officer and a whole appropriate candidate who time Company Secretary as on 31st shall understand current March, 2015 as required by Section company position of company 203 of Companies Act, 2013. and join as chief financial officer.

Company has appointed Ms. Ratika Gandhi as whole-time company Secretary w.e.f. 01/08/2015.

4. During the year Management has Board informs that company provided for doubtful loans and have sent constant reminders advances for Rs. 96.50 lacs. to the debtors personally and Company has also written off Short also via post. term loans and advances aggregating to Rs. 202.07 lakhs (net of loans Company will furnish the and advances written back). We were documentary evidences along not provided with any documentary with acknowledged copies to evidence or basis on which our auditors immediately as management has relied and classified same were not available these loans as doubtful or writing during auditing due as same it off. was not available due to office shifting.

5. We have been informed that there The assessments and demands are huge outstanding demands, are on stay and currently disputed as well as undisputed, there is no movement in against the company with regards case as confirmed by to Sales Tax, Income Tax, Excise company consultants. Duty, Wealth Tax, e'tc. However, the necessary documentary evidences Any updates received shall / information were not made be immediately informed to available by the management. statutory auditors. Hence we are unable to quantify the same. Loss of the Company is understated to that extent.

C) Mr. Sanjog V. Naravankar

Company Secretary

Sr. Auditors Observation Managements Reply No.

1. The Company does not have Whole Same as mentioned in point time Company Secretary as no. 03 above. Compliance Officer as required under Clause 47(a) of the Listing Agreement as entered between the Company and the Bombay Stock Exchange.

2. During the Period Under Review, Company has already moved Trading in equity Shares of the application for revocation of Company was suspended with effect suspension and suspension will from September 9, 2014 due to Non revoked with due approval Compliance of Listing agreement. statutory authorities.

?Note: The Secretarial audit report is attached as annexure to Directors report is furnished in Annexure IV and is attached to this Report.

19. Company's policy relating to directors appointment, payment of remuneration and discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and have constituted proper composition of independent directors for various committees.

Company has two independent directors on board and company have taken declaration of independent directors from them. There are no material pecuniary benefits to independent directors. .

20. Annual Return:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

21. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.hiranorgochem.com.

22. Listing With Stock Exchanges

The shares of the Company are currently suspended from trading in BSE Limited due to penal reasons. However the Company has made application for revocation of suspension with BSE Limited in nearfuture.

23. Directors Responsibility Statement

In accordance with the. provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibiIity Statement:—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures;

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

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

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

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- Not applicable to Private Limited Company.

Internal financial control means the policies and procedures adopted by the Company for ' ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

24. Subsidiaries, loint Ventures And Associate Companies

Company does not have any subsidiary company or any joint ventures.

M/s. Actgen pharma private limited is associate company to Hiran Orgochem limited. Company has entered into transactions under arms length basis and hence there is no requirement for approvals under Section 188 of Companies act, 2013.

25. Public Deposits

The Company has not accepted any deposits within the meaning of Section 73(1) read with rule 1 (3) of Companies (Acceptance of Deposits) Rules 2014 as amended.

26. Declaration Of Independent Directors And Familiarisation Programme For Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Executive Director (ED) and Senior Management giving an overview of our operations, to familiarise the new IDs with the Company's business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.

The Policy on the Company's Familiarisation Programme and Code of Conduct for Independent Directors can be accessed at http://www, hi ranoreochem .com/fi nancials/fi nanc ials.html.

27. Statutory Auditors

M/s. MVK Associates, Chartered Accountants, were appointed as Statutory Auditors for a period in the Annual General Meeting held on 30,k September, 2014. Their continuance of appointment and payment of remuneration are to ' be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

28. Management Discussion And Analysis Report

Management Discussion and Analysis report for the financial period under review as stipulated in Clause 49 of Listing Agreement entered into with the Stock Exchange is set out in a separate section formingpartof Annual report.

29. Internal Control System

The Company has an internal control system and conducts Internal audit. The scope and authority of the Internal Audit function is defined by audit . committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Audit committee evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies.

30. Particulars Of Employees

During the period none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of limits specified under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and hence no particulars are required to be furnished in connection with the same.

31. Corporate Governance Report

A report on Corporate Governance and a certificate from Mr. Sanjay V. Naravankar-Company Secretary in. Whole-time practice, regarding compliance of the requirement of Corporate Governance along with management . Discussion & Analysis Report pursuant to Clause 49 of Listing Agreement entered into with stock exchange are annexed hereto.

32. Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention. Prohibition And Redressal) Act. 2013

The Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace under provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the Financial Year 2014-15, the Company has not received any complaints on sexual harassment.

33. Insider Trading Regulations

Based on the requirements underSEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent ' misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Hiran Orgochem Limited at the time when there is unpublished price sensitive information.

34. Conservation Of Energy. Technology Absorption And Foreign Exchange And Outgo:

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable with respect to those detai Is.

There are no foreign exchange earnings and outgo during the period ended March 31,2015

35. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the Company's employees at all levels during the period under review.

By Order of the Board

Sd/-

Place: Mumbai Kantilal M. Hiran Date: 13th August, 2015 Chairman & Managing Director DIN: 00186885

Address: 103/104, C-wing, Vastu park, Evershine Nagar, Malad (w) Mumbai, 400064.

Registered Office:

Unit 908,9th fir, IJMIMA-lmmitation Jewellery Mkt CSL, Raheja Metroplex, Link Road, Malad (West) Link oad, Malad (West), Mumbai - 400 064 CIN: L51900MH1983PLC029596

---

Mar 31, 2014

Dear members,

The Directors hereby present the Thirtieth Annual Report on the business, operations and the Audited Accounts of your Company for the financial period ended 31st March, 2014.

Financial Highlights:

(Rs. in Lacs)

Particulars Current Period Previous Year (1st July 2013 (1st July 2012 to 31st to 30th March 2014) June 2013)

Net Sales and other Income 356.58 2547.92

Less: Expenditure except

Finance Cost & Depreciation 908.89 8263.59

Profit/(Loss) before Finance Cost, Depreciation & Taxation (552.31) (5715.67)

Less: Finance Cost & Depreciation 169.26 285.37

Less: Extraordinary Item - -

Profi1/(Loss) before Taxation (721.57) (6001.04)

(Add)/Less: Provision for Taxation & Deferred Tax - -

Profit/(Loss) after Taxation (721.57) (6001.04)

Performance:

The financials of the Company for the period ended 31" March 2014 are for nine months i.e. from 1st July 2013 to 31st March 2014 while of the previous year from 1st July 2012 to 30th June 2013 i.e. 12 months and thus the financials are incomparable.

During the year under review, the Company registered sales including other income, of Rs.356.58 Lacs. The Company suffered Net Loss after Tax of Rs. 721.57 Lacs. Recently, SBI has taken over the physical possession of the factory and its all assets located in the factory at Panoli, due to which Company''s business is at halt. The Sales shown in the Annual Accounts is due to trading turnover.

Dividend:

Considering the financial position of the Company, your Directors express their inability to recommend any dividend for the financial period ended 31st March, 2014.

Directors:

Mr. Nitinn Gupta (DIN 06938425) who was appointed as an Additional Director of the Company at Board of Directors meeting held on 6th August 2014 whose tenure expires at forthcoming Annual General Meeting and in respect of whom the Company has received notice under Section 160 of the Companies Act, 2013 is proposed to be appointed as an Independent Director of the Company who shall not be liable to retire by rotation.

Pursuant to Section 152(6) of the Companies Act, 2013 Mr. Kantilal Hiran (DIN: 00186885), who retires by rotation at the forthcoming Annual General Meeting and being eligible, he offers himself for reappointment.

As per Section 152 of the Companies Act, 2013, Mr. Hirachand Bafna (DIN 00187179), Independent NonExecutive Director of the Company who retires by rotation as per the provisions of the erstwhile Companies Act 1956, in respect of whom a notice in writing pursuant to Section 160 of the Companies Act, 2013 has been received from a member proposing their candidature for the office of Independent Director of the Company, being eligible is proposed to be appointed as an Independent Director of the Company who shall not be liable to retire by rotation.

The Board recommends the resolutions set out in the Notice of the 30th Annual General Meeting for the approval of the members. A brief profile of all the 3 Directors as required under Clause 49(VI)(A) of the Listing Agreement is given the Notice of the ensuing Annual General Meeting.

During the year Mr. Ashokchand Lunia resigned on March 29, 2014 and Mr. Kailash Kumar resigned on August 7, 2014 due to pre-occupation. The Board would like to place on record its appreciation for their valued inputs and co-operation during their tenure as the Directors of the Company.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. the Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no material departure;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the Loss of the Company for that period;

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

d. the annual accounts for the period ended 31" March, 2014 have been prepared on going concern basis.

Public Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

Auditors:

M/s. MVK Associates, Chartered Accountants, having Firm Registration No. 120222W, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate under Section 139(1) of the Companies Act, 2013 confirming their eligibility and willingness to accept office, if appointed. The Board proposes their appointment as Statutory Auditors of the Company.

Auditors'' Report:

The Auditors of the Company have made observations in their report. The observations of the Auditors and the Management''s reply for the same are as under:

Other comments of the Auditors are self explanatory and do not require further explanation.

Corporate Governance:

A Report on Corporate Governance and a certificate from M/s. Hemanshu Kapadia & Associates, Company Secretaries in Whole-time practice, regarding compliance of the requirements of Corporate Governance along with the Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchange are annexed hereto.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial period under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchange is set out in a separate section forming part of Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under 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 are annexed hereto and forms part of this report.

Particulars of Employees:

During the period under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the Company''s employees at all levels during the period under review.

By Order of the Board

Place: Mumbai Kantilal M. Hiran Date: 1st September 2014 Chairman & Managing Director CIN: L51900MH1983PLC029596 DIN: 00186885

Address: 103/104, C-wing, Vastu park, Evershine Nagar, Malad (w), Mumbai - 400064.

Registered Office:

Unit 908,9th flr, IJMIMA-Immitation Jewellery Mkt CSL,

Raheja Metroplex, Link Road,

Malad (West), Mumbai - 400 064.

---

Jun 30, 2013

To, The Members,

The Directors hereby present the Twenty Ninth - Annual Report on the business, operations and the Audited Accounts of your company for the financial year ended 30th june, 2013.

Financial Highlights:

(Rs. in Lacs) Particulars Current Year Previous Year 2012 to 30* 2011 to 30* June 2013 June 2012

Net Sales and other

Income 2547.92 4688.19

Less: Expenditure except Finance Cost & Depreciation 8263.59 5131.60

Profit/(Loss) before

Finance Cost,

Depreciation & Taxation (5715.67) (443.41)

Less: Finance Cost &

Depreciation 285.37 466.08

Less: Extraordinary Item

Profit/(Loss) before

Taxation (6001.04) (909.49)

(Add)/Less : Provision for

Taxation & Deferred Tax

ProfitALoss) after Taxation (6001.04) (909.49)

Performance:



During the year under review, the Company registered sales including other income, of Rs.2547.92 Lacs compare to previous year figures of Rs. 4688.19 Lacs. The Company suffered Net Loss after Tax of Rs. 6001.04 Lacs. The Company''s factory at Ankleshwar has come to an absolute halt which has hampered the performance of the Company and as a result the Company is facing financial constraints and the bank account of the Company has become NPA last year. The Sales shown in the Annual Accounts is mainly due to trading turnover. The Management is taking effort to ensure that the machineries remain in working condition.

Dividend:

Considering the financial position of the Company, your Directors express their inability to recommend any dividend for the financial year ended 30* June, 2013.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok A. Lunia, Director of the Company, retire by rotation and being eligible/offer himself for re-appointment at the ensuing Anrlual General Meeting.

The Board of Directors have also, on the recommendation of Remuneration Committee, re-appointed Mr. Kantilal Hiran as the Chairman & Managing Director of the Company for a period of 3 years with effect from 1" June 2013 subject to approval of members. The Board recommends for your approval the appropriate resolution as set out in the Notice forthe Annual General Meeting.

A brief profile of Mr. Ashok A. Lunia & Mr. Kantilal Hiran as required by Clause 49(VI)A of the Listing Agreement entered into with the Stock Exchange is given in the notice convening the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. the Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no material departure;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 30* June, 2013 and of the Loss of the Company for that year;

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

d. the annual accounts for the year ended 30* June, 2013 have been prepared on going concern basis.

Public Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

Auditors:

M/s. MVK Associates, Chartered Accountants, having Firm Registration No. 120222W, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate under Section 224(1 B) of the Companies Act, 1956 confirming their eligibility and willingness to accept office, if appointed. The Board proposes their appointment as Statutory Auditors of the Company.

Auditors'' Report:

The Auditors of the Company have made observations in their report The observations of the Auditors and the Management''s reply for the same are as under.

Patiaia and SICOM Ltd has Company''s recalled their loans during accounts have the previous year and no become NPA and provision for interest is the banks have made for the current period recalled the loan since amount is not amount. The total quantified.

Accordingly interest is current year loss is unquantifiable and understated to that extent. hence not provided for.

Once the amount becomes quantifiable, the same will be included in the loss of that financial year.

2- Note No. 10 (iii) regarding The diminution in investment in Actgen the value of Pharma Private Limited of investment is Rs. 441.00 lacs, we have temporary. The relied on the management management is representation that there is confident that the no permanent diminution in investment will the value of die investment grow in near future. and no provision is required as there is no permanent diminution in the value of the investment;

3. Note No.15(iii) regarding The note of the amount advanced against Auditor is self orders of Rs. 934.94 Lacs in explanatory and no earlier years though further explanation unconfirmed, we have is necessary. relied on the management representation as they consider the amount is good and recoverable and no provision is required.

4. Under point 9(a) of The management

Annexure to Auditors has to inform that the Report few instances of Company is facing delay in payment of financial constrain undisputed Statutory dues and thus could not has been pointed out. pay the same on time. However, as the situation improves the payment shall be done immediately.

Mawnsenseflt Discussion arsd: A«a%sis Report for ate rtataweM year safer «ww as stipulated in Clause 49 of the ysfiag Agreement entered into a separate Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under 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 are annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregatingto or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the company''s employees at all levels during the year under review.

For and on behalf of Board of Directors

Kantilal M. Hiran

Chairman & Managing Director

Place: Mumbai

Date: 31st December 2013

---

Jun 30, 2011

The Members,

The Directors hereby present the Twenty Seventh Annual Report on the business, operations and the Audited Accounts of your company for the financial period ended 30th June, 2011. Please note that this Annual Report is in respect of the financial period from 1st April, 2010 to 30th June, 2011 (i.e. for a period of 15 months) and hence the financial and other details provided are not comparable to the corresponding figures of previous year from 1st April, 2009 to 31st March, 2010 (i.e. 12 months).

Financial Highlights:

(Rs. in Lacs)

Particulars Current Year Previous Year (1st April (1st April 2010 to 2009 to 30th June 31st March 2011) 2010)

Net Sales and other Income 15267.89 21223.23

Profit/(Loss) before Interest, Depreciation & Taxation (PBDIT) (6365.82) 2146.64

Less: Interest & Depreciation 1762.07 1096.05

Less: Extraordinary Item 156.27 -

Profit/(Loss) before Taxation (8284.16) 1050.59

(Add)/Less : Provision for Taxation & Deferred Tax 54.03 305.71

Profit/(Loss) after Taxation (8338.19) 744.88

Balance brought forward from Previous Year 608.43 63.55

Profit/(Loss) available for appropriation (carried to Balance Sheet) (7729.76) 808.43

Appropriations:

General Reserve (257.74) 200.00

Profit/(Loss) carried to Balance Sheet (7472.02) 608.43

Performance:

During the year under review, the company achieved sales of Rs. 15522.88 Lacs compared to Rs. 21399.25 Lacs for the previous financial year registering a decline by 27.46%. The company incurred Net Loss before Tax of Rs. 8284.16 Lacs as against Net Profit before Tax of Rs. 1059.59 Lacs for the previous financial year. After making provision for Taxation, the Net Loss stood at Rs. 8338.19 Lacs as against Net Profit of Rs.744.88 Lacs for the previous financial year. During the year under review, the company suffered a huge loss of work-in-progress inventory of Rs. 5959.11 Lacs due to non conformity with the Q.C. specifications. Quality deterioration was caused mainly because of serious problem of controlling process cycle, owing to various reasons chiefly effluent disposal bottleneck caused by restrictions enforced by Gujarat Pollution Control Board for discharge of effluent in Common Effluent Treatment Plant at Panoli. This disrupted the entire business cycle with a resultant impact on financial flow and its constrictions, created severe limitation to salvage the situation, which went beyond the control of the management.

Erosion of Net worth:

The peak net worth of the company during the immediately preceding four financial years was Rs. 8736.81 Lacs and the companys net worth as on 30th June, 2011 stands at Rs. 4126.99 Lacs reflecting erosion by 52.76%. The chief reason behind such erosion of net worth is on account of huge loss of work-in-progress inventory of Rs. 5959.11 Lacs due to non conformity with the Q.C. specifications. Further, in compliance of section 23(1 )(a)(i) of the Sick Industrial Companies Act, 1985 this fact will be reported to Board for Industrial & Financial Reconstruction (BIFR). The foregoing be regarded as the board of directors report as to the erosion and its causes pursuant to the provision of section 23(1 )(b) of the Sick Industrial Companies Act, 1985.

Dividend:

Considering the financial position of the company and with a view to conserve the resources for the future, your Directors express their inability to recommend any dividend for the financial year ended 30th June, 2011.

Directors:

During the year under review, Mr. Vijay Hiran and Mr. Naresh Hiran, Whole Time Directors of the company, resigned from directorships of the company effective 5th May, 2011. The Board places on record its appreciation for the services rendered by Mr. Vijay Hiran and Mr. Naresh Hiran during their respective tenure as Directors of the company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Ashok A. Lunia and Mr. M. Kailash Kumar, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief profile of Mr. Ashok A. Lunia and Mr. M. Kailash Kumar as required by Clause 49VIA of the Listing Agreement with the Stock Exchange is given in the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 30th June, 2011 and of the Loss of the company for that year;

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

d. the annual accounts for the year ended 30th June, 2011 have been prepared on going concern basis.

Public Deposits:

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

Auditors:

M/s. Pachori & Associates, Chartered Accountants, who were appointed as the Statutory Auditors of the company at the Extra - Ordinary General Meeting held on 26th May, 2011 to fill the vacancy caused by the resignation of M/s B. L. Dasharda & Associates, Chartered Accountants, earlier Statutory Auditors of the company, shall retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate under Section 224(1 B) of the Companies Act, 1956 in this regard. Members are requested to consider their re-appointment and to authorize the Board to fix their remuneration.

Auditors Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Corporate Governance:

A Report on Corporate Governance and a certificate from M/s. Pachori & Associates, Chartered Accountants in Whole- Time practice, regarding compliance of the requirements of Corporate Governance along with the Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under 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 are annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 21 7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the companys employees at all levels during the year under review.

For and on Behalf of the Board

Sd/-

Kantilal M. Hiran

Chairman & Managing Director

Place: Mumbai

Date: 12th August, 2011

---

Mar 31, 2011

The Members,

The Directors hereby present the Twenty Seventh Annual Report on the business, operations and the Audited Accounts of your company for the financial period ended 30th June, 2011. Please note that this Annual Report is in respect of the financial period from 1st April, 2010 to 30th June, 2011 (i.e. for a period of 15 months) and hence the financial and other details provided are not comparable to the corresponding figures of previous year from 1st April, 2009 to 31st March, 2010 (i.e. 12 months).

Financial Highlights:

(Rs. in Lacs)

Particulars Current Year Previous Year (1st April (1st April 2010 to 2009 to 30th June 31st March 2011) 2010)

Net Sales and other Income 15267.89 21223.23

Profit/(Loss) before Interest, Depreciation & Taxation (PBDIT) (6365.82) 2146.64

Less: Interest & Depreciation 1762.07 1096.05

Less: Extraordinary Item 156.27 -

Profit/(Loss) before Taxation (8284.16) 1050.59

(Add)/Less : Provision for Taxation & Deferred Tax 54.03 305.71

Profit/(Loss) after Taxation (8338.19) 744.88

Balance brought forward from Previous Year 608.43 63.55

Profit/(Loss) available for appropriation (carried to Balance Sheet) (7729.76) 808.43

Appropriations:

General Reserve (257.74) 200.00

Profit/(Loss) carried to Balance Sheet (7472.02) 608.43

Performance:

During the year under review, the company achieved sales of Rs.15522.88 Lacs compared to Rs. 21399.25 Lacs for the previous financial year registering a decline by 27.46%. The company incurred Net Loss before Tax of Rs. 8284.16 Lacs as against Net Profit before Tax of Rs. 1059.59 Lacs for the previous financial year. After making provision for Taxation, the Net Loss stood at Rs. 8338.19 Lacs as against Net Profit of Rs.744.88 Lacs for the previous financial year. During the year under review, the company suffered a huge loss of work-in-progress inventory of Rs. 5959.11 Lacs due to non conformity with the Q.C. specifications. Quality deterioration was caused mainly because of serious problem of controlling process cycle, owing to various reasons chiefly effluent disposal bottleneck caused by restrictions enforced by Gujarat Pollution Control Board for discharge of effluent in Common Effluent Treatment Plant at Panoli. This disrupted the entire business cycle with a resultant impact on financial flow and its constrictions, created severe limitation to salvage the situation, which went beyond the control of the management.

Erosion of Net worth:

The peak net worth of the company during the immediately preceding four financial years was Rs. 8736.81 Lacs and the company's net worth as on 30th June, 2011 stands at Rs. 4126.99 Lacs reflecting erosion by 52.76%. The chief reason behind such erosion of net worth is on account of huge loss of work-in-progress inventory of Rs. 5959.11 Lacs due to non conformity with the Q.C. specifications. Further, in compliance of section 23(1)(a)(i) of the Sick Industrial Companies Act, 1985 this fact will be reported to Board for Industrial & Financial Reconstruction (BIFR). The foregoing be regarded as the board of directors' report as to the erosion and its causes pursuant to the provision of section 23(1)(b) of the Sick Industrial Companies Act, 1985.

Dividend:

Considering the financial position of the company and with a view to conserve the resources for the future, your Directors express their inability to recommend any dividend for the financial year ended 30th June, 2011.

Directors:

During the year under review, Mr. Vijay Hiran and Mr. Naresh Hiran, Whole Time Directors of the company, resigned from directorships of the company effective 5th May, 2011. The Board places on record its appreciation for the services rendered by Mr. Vijay Hiran and Mr. Naresh Hiran during their respective tenure as Directors of the company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Ashok A. Lunia and Mr. M. Kailash Kumar, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief profile of Mr. Ashok A. Lunia and Mr. M. Kailash Kumar as required by Clause 49VIA of the Listing Agreement with the Stock Exchange is given in the ensuing Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 30th June, 2011 and of the Loss of the company for that year;

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

d. the annual accounts for the year ended 30th June, 2011 have been prepared on going concern basis.

Public Deposits:

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

Auditors:

M/s. Pachori & Associates, Chartered Accountants, who were appointed as the Statutory Auditors of the company at the Extra – Ordinary General Meeting held on 26th May, 2011 to fill the vacancy caused by the resignation of M/s B. L. Dasharda & Associates, Chartered Accountants, earlier Statutory Auditors of the company, shall retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate under Section 224(1B) of the Companies Act, 1956 in this regard. Members are requested to consider their re-appointment and to authorize the Board to fix their remuneration.

Auditors' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Corporate Governance:

A Report on Corporate Governance and a certificate from M/s. Pachori & Associates, Chartered Accountants in Whole- Time practice, regarding compliance of the requirements of Corporate Governance along with the Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under 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 are annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the company's employees at all levels during the year under review.

For and on Behalf of the Board Sd/-

Kantilal M. Hiran

Chairman & Managing Director

Place: Mumbai

Date: 12th August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business, operations and the Audited Accounts of your Company for the financial year ended 31s1 March, 2010.

Financial Results:

(Rs. In Lacs)

Particulars Current Year Previous Year 2009-2010 2008-2009

Net Sales and other Income 20563.55 19022.37 Profit / (Loss) before Depreciaiton,

Interest and Tax (PBDIT) 2146.64 (1381.10)

(AdoVLess: Interest & Depreciation 1096.05 (1141.27)

Profit/(Loss) before Taxation 1050.59 (2522.37)

(Add)/Less Provision for 305.71 (784.60)

Taxation & Deferred Tax

Profit/(Loss) after Taxation 744.88 (1737.77)

Balance brought forward from 63.55 1825.90 Previous Year

Profit /(Loss) available for 808.43 88.12 appropriation

Appropriations:

General Reserve - -

Proposed Equity Dividend - 21.00

Tax on Proposed Dividend - 3.57

Profit/(Loss) carried to Balance Sheet 808.43 63.55

Performance:

During the year under review, the Company achieved sales of Rs. 21399.25 Lacs compared to Rs. 20241.27 Lacs for the previous financial year registering a growth of more than 5.72%. The Company incurred Net Profit before Tax of Rs. 1050.59 Lacs as against Net Loss before Tax of Rs. 2522.37 Lacs for the previous financial year. After making provision for Taxation, the Net Profit stood at Rs. 744.88 Lacs as against Net Loss of Rs. 1737.77 Lacs for the previous financial year.

Dividend:

Considering the financial position of the Company and with a view to conserve the resources for the future, your Directors have thought it prudent to recommend Nil dividend (Previous Year 2%) on the Paid-up Share Capital of the Company for the year ended 31aMarch 2010.

Increase in the Authorized Share Capital of the Company:

To meet the operational requirements, the Company decided to raise additional funds by various means including issue of GDR. With the approval of Shareholders at the last Annual General Meeting of the Company held on 29* August, 2009, the authorized share capital of the Company increased from Rs. 15 Crores to Rs. 55 Crores by passing of necessary resolutions. Further the authorized share capital of the Company was increased from Rs. 55 Crores to Rs. 105 Crores with the approval of the Shareholders by the postal ballot results declared on 16,h October, 2009 by creation of additional 5 Crores equity share of Rs. 10 each.

Issue and Allotment of Bonus Shares:

With the recommendation of the Board of Directors and approval of the Shareholders at the last Annual General Meeting of the Company held on 29th August, 2009, the Company issued and alloted 4,20,02,400 Equity Shares of Rs. 10/- each at par as Bonus Shares in the proportion of 4 (Four) new Equity Shares of Rs. 10/- each fully paid-up as against every 1 (One) existing Equity Share of Rs. 10/- each fully paid-up to the members of the Company.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. H. N. Bafna and Mr. Mukesh Naik, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment attheensuingAnnual General Meeting.

Mr. Naresh K. Hiran, who has been appointed as an Additional Director with effect from 31st October, 2009 pursuant to the provisions of Section 260 of the Companies Act, 1956 would vacate his office on the date of the ensuing Annual General Meeting of the Company. The Company has received Notice under Section 257 of the said Act from a shareholder proposing the candidature of the said Additional Director for the office of Director of the Company.

The Board of Directors have, on the recommendation of the Remuneration Committee, appointed Mr. Naresh K. Hiran as the Whole Time Director designated as Director - International Business of the Company for a period of three years w.e.f 1st November, 2009 subject to the approval of the members. The Board recommends for your approval the appropriate resolution assetoutinthe NoticefortheAnnual General Meeting. The Board of Directors also have, on the recommendation of the Remuneration Committee, re-appointed Mr. Kantilal M. Hiran as the Chairman and Managing Director of the Company for a period of three years w.e.f 1sl June, 2010 subject to the approval of the members. The Board recommends for your approval the appropriate resolution as set out in the Notice for the Annual General Meeting.

A brief profile of Mr. H. N. Bafna, Mr. Mukesh Naik, Mr. Naresh K. Hiran and Mr. Kantilal M. Hiran as required by Clause 49VIA of the Listing Agreement with the Stock Exchange is given in the ensuingAnnual General Meeting.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31" March, 2010 and of the profit of the Company for that year;

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

d. the annual accounts for the year ended 31st March, 2010 have been prepared on going concern basis.

Public Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

Auditors:

M/s B. L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate under Section 224(1 B) of the Companies Act, 1956 in this regard. Members are requested to consider their re-appointment and to authorize the Board to fix their remuneration.

Auditors Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217{3) of the Companies Act, 1956.

Corporate Governance:

A Report on Corporate Governance along with a certificate from M/s. B. L. Dasharda & Associates, Chartered Accountants in Whole-Time practice, regarding compliance of the requirements of Corporate Governance alongwith Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

The Board wishes to place on record their sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to appreciate and value the contribution made by the Companys employees at all levels during the year under review.

FOR AND ON BEHALF OF THE BOARD

KANTILAL M.HIRAN

CHAIRMAN & MANAGING DIRECTOR

PLACE: MUMBAI DATED: 29th May, 2010