Directors Report of Panchsheel Organics Ltd.

Mar 31, 2024

The Directors hereby present their 35^th Annual Report on the business, operations and the state of affairs of the Company together with the audited financial statements for the year ended March 31, 2024:-

FINANCIAL PERFORMANCE		(Amt in Rupees)
Particulars	2023-24	2022-23
Total Income	1,07,67,67,563.94	1,04,36,14,462.23
Total Expenditure	88,28,79,067.63	85,29,20,375.33
Profit Before Tax	19,38,88,496.31	19,06,94,087
Tax Expenses	5,28,12,388.62	4,99,93,388.17
Profit for the year	14,10,76,107.69	14,07,00,698.83
Other Comprehensive Income/ (Loss)	(45,93,629.62)	8,53,870.16
Total Comprehensive Income	136482478.07	141554568.50
Earnings Per Share (Rs.) (Face Value of Re. 1/- each)
Basic	11.88	12.78
Diluted	10.71	11.94

EQUITY SHARE CAPITAL

During the year under review, Company has not issued or allotted any Equity Shares on preferential basis. However, company has converted 13,90,000 warrants into equity shares of same class.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued ESOP or sweat equity shares to Directors or employees. DIVIDEND

During the year under review, the Company declared 4 interim dividend of Rs. 0.80/-, Rs 0.80/, Rs 0.80/- and Rs 0.08/- per Equity Share of the face value of Rs. 10/- each in its Board Meeting held on August 25, 2023, September 22, 2023, December 04, 2023 and March 07, 2024 respectively.

The Board at its meeting held on May 29, 2024, recommended a final dividend of Rs. 0.80/-per Equity Share of the face value of Rs. 10/- each, which was approved by the Members of the company at the Annual General Meeting (‘AGM’) of the Company held on 30^th September, 2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiaries, joint ventures and associate Companies.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, Investments made, guarantees made and securities provided are reported in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis covering industry structure and developments, financial and operational performance of the Company, risks, concerns, opportunities, threats and outlook forms a part of this Report.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls with reference to the financial statements. The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with the applicable laws and regulations.

The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks

trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted a Risk Management Policy.

HUMAN RESOURCES

The key to the Company’s agility and success is, of course, its highly dedicated people. The focus of the Company is on attracting, engaging and developing talented people who share their vision and values. Therefore, the Company offers innovative programs, benefits and resources that address the diverse needs of employees, reward their efforts, help them build their best careers at Panchsheel.

CORPORATE GOVERNANCE

Corporate Governance Report and Certificate from the Statutory Auditors of the Company on compliance with the conditions of Corporate Governance pursuant to the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, form a part of this Report.

PUBLIC DEPOSITS

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 ("the Act"). Accordingly, there is no disclosure or reporting required in respect of details relating to deposits.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Companies Act, 2013, the Board of Directors confirm that:-

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

(ii) such accounting policies have been selected 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 at 31^st March, 2024 and the profits of the Company for the financial year ended on that date;

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

(iv) the annual accounts have been prepared on a going concern basis;

(v) internal financial controls have been laid down and the same are adequate and were operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company, as on 31^st March, 2024, comprise of six Directors of which one is Managing Director, two are Executive Directors and three are Non-executive and Independent Directors. There is one Woman Director on the Board.

i. Independent Directors

Mr. Shambhunath Chakravarti, Mr. Diwakar Mani Tripathi and Mrs. Darshana Shah continue to be the Independent Directors of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence

as provided in the said Section and also in terms of the Listing Regulations. In the opinion of the Board, the Independent Directors are persons of integrity and possess relevant expertise, experience and proficiency as per the Act.

ii. Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Kishor Abhaychand Turakhia (DIN: 00006236), retires by rotation at the forthcoming AGM and, being eligible, has offered himself for re-appointment. Brief resume of Mr. Kishor Abhaychand Turakhia, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is covered in the notes of the Notice of 35^th AGM of the Company.

iii. Key Managerial Personnel

Mr. Hitesh Singh Parihar tendered his resignation as the Company Secretary and Compliance Officer with effect from March 29, 2024 and Ms. Sonia Verma was appointed as the Company Secretary and Compliance Officer with effect from May 29, 2024.

BOARD MEETINGS HELD DURING THE YEAR

During the year under review, 6 (Six) Board Meetings were held on the following dates:- 30 May 2023, 14^th August 2023, 10^th November 2023, 13^th February 2024, 28^th February 2024 and 07^th March, 2024.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Board of Directors have adopted a Familiarization Program for Independent Directors of the Company. The same is available on the website of the Company at https://panchsheelorganics.com.

Besides that, expositions are made to the Directors on various topics covering the pharmaceutical industry. Updates on relevant statutory changes and judicial pronouncements around industry related laws are regularly circulated to the directors. Each director has complete access to any of the company’s information and full freedom to interact with senior management.

AUDITORS

Pursuant to the provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 30^th September 2021 appointed M/s. Jayesh R. Shah & Associates, Chartered Accountants (Firm Registration No. 104182W) as statutory auditors of the Company from the conclusion of 32^nd Annual general meeting till the conclusion of 37^th annual general meeting.

The statutory audit report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has appointed, M/s. GMS & Co., Practicing Company Secretaries (Membership No.32581, CP No. 11953) to undertake the secretarial audit of the Company. Secretarial audit report for the financial year ended March 31, 2024 issued by him in the prescribed form MR-3.

In addition to the above, pursuant to regulation 24A(2) of the Listing Regulations, 2015, a report on secretarial compliance for the financial year ended March 31, 2024 has been issued by M/s. GMS & Co., Practicing Company Secretaries and the same will be submitted with the stock exchanges within the given timeframe. The report will be made available on the website of the Company. The Secretarial Audit Report is provided as “Annexure I” to this Report.

There are no observations, reservations or qualifications or adverse remark in any of the aforesaid reports.

COMMITTEES OF THE COMPANY

- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mrs. Darshana Shah, NonExecutive - Independent Director, Mr. Diwakar Tripathi, Non-Executive - Independent Director and Mr. Sambhunath Chakravarti, Non-Executive - Independent Director.

The Company has formulated a Remuneration Policy pursuant to Section 178 of the Act and the Listing Regulations. The Policy is provided as “Annexure II” to this Report.

- AUDIT COMMITTEE

The Audit Committee comprises of Mr. Mahendra Turakhia, Managing Director and Executive Director, Mr. Diwakar Tripathi, Non-Executive - Independent Director and Mrs. Darshana Shah, Non-Executive - Independent Director.

Further details of the Audit Committee are provided in the Corporate Governance Report forming a part of this Report.

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act, 2013 (the Act) and the Rules made thereunder, the Board of Directors of the Company have constituted the Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Mahendra Turakhia, Managing Director; Mr. Kishor Turakhia, Executive Director and Mrs. Darshana Shah, Non-executive Director.

The report on CSR activities undertaken during the year is provided as “Annexure III” to this Report. During the year ended March 31, 2024, the Committee met once.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD AND DIRECTORS

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Based on recommendation of the Nomination and Remuneration Committee, a mechanism and criteria are set for evaluation of the Board, Committees of the Board and Directors, including Independent Directors. The Board and Board Committees evaluation is done by the Board through self-assessment and group discussions. Parameters for evaluation of the Board include structure and composition of the Board, frequency and number of meetings, devotion of time for important business matters-financials, monitoring Internal Controls/ Code of Conduct/Insider Trading Policy/Risk Management Framework and Emerging Risks/Governance and compliance issues, adequate access to information for effective decision making, strategic guidance to management through regular interactions and cohesiveness in the overall working that facilitates open discussion.

Parameters for evaluation of the Committee include structure and composition of the committees, adequacy of charter and working procedure, frequency of meetings, if the Committee is functioning as per the charter and if the Committee recommendations contribute effectively to the Board decision making.

Evaluation of the Directors is done by the Board (excluding the Director whose evaluation is being done). Parameters for evaluation of the Directors include skill set, knowledge, attendance, effective participation at Board/Committee Meetings, their contribution at the Meetings, leveraging on his/ her experience to provide the necessary insights/guidance on Board discussions and display of candor in expressing views even when they are in divergence with the rest of the Board, etc.

EMPLOYEES

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration of each Director and KMP, etc, more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in “Annexure IV” to this Report.

The statement showing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this report in the above stated annexure.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company during the financial year are on arm’s length and in the ordinary course of business.

In accordance with the provisions of the Listing Regulations, the Company has formulated the Related Party Transactions Policy, which is available on the Company’s website at www.panchsheelorganics. com.

The details of the Related Party Transactions are discussed in notes to the financial statements.

The Audit Committee has granted omnibus (ad hoc) approval for the Related Party Transactions as per the provisions and restrictions contained in the policy framed as per Regulation 23 of the SEBI (LODR) Regulations, 2015 and provision of Companies Act, 2013 are also adhered.

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

The required information under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, etc, are provided as “Annexure V”.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013’, the Company has a policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaint has been received from employees. There was no other case reported during the year under review under the said policy.

Entire staff is working in the most congenial manner and there were no occurrences of incidences of sexual harassment during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report genuine concerns/ grievances. The Policy is available on the website of the Company at www.panchsheelorganics.com.

The Policy provides for adequate safeguards against victimization of persons who use such mechanism. The mechanism is overseen by the Audit Committee.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Companies Act, 2013, the Annual Return as on March 31, 2024 in Form MGT-7 is available on the website of the Company at www.panchsheelorganics.com .

ACKNOWLEDGEMENTS

The Board of Directors acknowledge the valuable guidance and continued support and co-operation extended by the Securities and Exchange Board of India, Stock Exchanges, Ministry of Corporate Affairs, other Government Authorities, Banks, and other Stakeholders.

---

Mar 31, 2018

DIRECTOR’S REPORT

The Directors take pleasure in presenting the 29^th Annual Report together with the Audited Balance Sheet as at 31 March, 2018 and the Statement of Profit & Loss for the year ended 31st March, 2018.

OPERATING RESULTS (Rs. In lakhs)

Particulars	2017-2018	2016-2017
Revenue from Operation	4,266.92	4.123.32
Other Income	07.23	05.87
Total Income	4,274.15	4,129.19
Operating, Depreciation and Other Expenses	3,195.11	3,070.02
Finance Cost	53.73	50.36
Employees Cost	409.19	342.10
Power & Fuel	77.80	73.98
Excise Duty	28.70	115.60
(Increase) / Decrease in Inventories	(9.05)	(24.46)
Total Expenses	3,755.48	3,627.60
Profit before Tax	518.67	501.59
Less: Provision for Current Tax	170.61	251.07
Provision for Deferred Tax	(19.30)	(70.45)
Profit After Tax	367.36	320.97

PERFORMANCE

During the year under review your Company’s turnover of 4,266.92’ (Rs. in lakhs) in the current year 2017-18 as compared to 4.123.32 (Rs. in lakhs) the previous fiscal year 2016-2017, registering an Increase of 03.48%. The Turnover of the Company for the year under review is stable.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 10% per equity share ( 1.00 per equity share) for the financial year ended March, 2018. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members between 21^st September, 2018 to 28^th September, 2018 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a Increase of 03.48% over the corresponding previous year.

DIRECTORS

Your Company has 6 Directors consisting of 3 Independent Directors, 3 (Three) Executive Directors including Managing Director as on March 31, 2018.

In accordance with the Articles of Association of the Company and In terms of Section 152 of the Companies Act, 2013, Mr. Kishore A. Turakhia the Directors of the Company, retire by rotation and being eligible, offer them for re-appointment.

AUDITORS

M/s Jayesh R. Shah & Co., Chartered Accountants, the Statutory Auditor of the Company be and is hereby given their consent to ratify their appointment at the ensuing Annual General Meeting to act as a Statutory Auditor of the company to hold the office from the date of 28th Annual General Meeting until the conclusion of the 32^nd Annual General Meeting subject to confirm in AGM.

AUDITOR’S REPORT

Information and explanations on items contained in the Auditors Report which might be considered to be “Reservations, Qualifications or adverse Remarks” is given below:

-There is no “Reservations, Qualifications or adverse Remarks” raised by in audit report.

KEY MANAGERIAL PERSONNEL

MissCharmi Jobalia appointedas theCompliance Offder cum company secretaryf the Company. Appointed as Key Manorial Personiieduring the Financial Year 20EB in accordance with the Section 2CB of the Companies Act, 20B.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meeting to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

During the Financial Year 2017-18, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S No.	Date of Meeting	Board Strength	No. of Directors Present
1	30.05.2017	6	6
2	14.08.2017	6	6
3	02.09.2017	6	6
4	12.09.2017	6	6
5	14.12.2017	6	6
6	14.02.2018	6	6

COMMITTEE OF DIRECTORS

The Company has following Committees of the Board:

*Audit Committee

*Nomination and Remuneration Committee

*Shareholder grievances committee/Investors Grievances Committee:

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in details in the ‘Report on Corporate Governance’ of the Company which forms part of this Annual Report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts)

Rules, 2014 , hence disclosure required under above rule not applicable to the Company.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review, as stipulated under SEBI (LODR), 2015 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s B4 of the Companies Act, 20B are not annexed there are no employees drawing remuneration of more tRam6Q0Q0CC/ - per annum during the year under review, if employed for full year or more than 500000/ - per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

To tie best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section((B4(ff)the Companies Act, 20B -

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31st March, 2018 and of the profit or loss of the Company for the year ended on that date.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors had prepared the annual accounts on a going concern basis.

5) Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

The Company has received necessary declaration from each Independent Director under Section 49( of the Companies A, 20B, that he/she meets the criteria of Independence laid down in Section 49(6) of the Companies Act, 20B and SEBI (LODR), 205 Independent Directors shall hold office for a term up to five consecutive years on the Board ( Company, but shall be eligible for r-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE).

The Listing fee for the financial year 2018-2019 has already been paid.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section B6 of t] Companies Act, 20B are given in the notes to the Financial Statements.

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

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and forms part of this report.

CORPORATE GOVERNANCE

As required by the SEBI Listing Regulations 2015 entered in to by your Company with the BSE Limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have certified the Company’s Compliance with the Listing Agreement and the same is annexed to the report on Corporate Governance.

As per the Regulation 27 (2) of SEBI (LODR) Regulation, 2015 reporting of Corporate Governance Report is not mandatorily required to our company.

EXTRACT OF ANNUAL RETURN

The details forming part the extract of the Annual Return in form MGT 9 is Anne Admeasure-A” to the Directors’ Report.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, value business risks and opportunities. work seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels include documentation and reporting. The framework has different risk models which help in identifying r: trend, exposure and potential impact analysis at a Company level as also separately for business. T Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statement The Company has adopted policy on internal financial control system for proper observation i adequate internal financial controls.

POLICIES Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section77(9) of the Companies Act, 20B and SEBI Listing Regulations 2015 to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company’s website.

Remuneration Policy

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered during the financial year were in the ordinary cousin the business of the Bank and were on strength basis. There were no materially significant related party transactions entered by the Company with promoters, Directors, Key Managerial Personnel other persons which may have potential conflict with the interest of the Company. Considering nature of the industry in which the Company operates, transactions with related parties of the Com are in the ordinary course of business arm’s length basis. All related party transactions entered into by the Company were in the ordinary. step of business and were on an arm’s length basis.

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassmen Women at Worked (Prevention, Prohibition and Redressal) Act, 20B has been notified on 9th December, 20B. Under the said Act every Company is required to set up an Internal Complain Committee to look into complaints relating to sexual harassment at work place women employee. A policy for prevention of Sexual Harasses fit Women at workplace and setting up of the Committee for implementation of said policy is under review and consider action.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analyse Report is attached separately to this report CORPORATE SOCIAL RESPONSIBILITY

The company does meet the criteria of Section B5 of Companies Act, 20B read with the Companies (Corporate Social Responsibility Boy) Rules, 204 so there is requirement to constitute Corporate Social Responsibility Committee and company had provided fund under the same and made expenditure as required

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 20B and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Company has appointed M/s GMS & CO., a firm of Company Secretaries in Practice to undertake the Secretarial Audit Company. The Secretarial Audit Report is annexed as “Annexure-B” to the Directors’ Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 20B SIEBI Listing Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individual the Chairperson’s as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationships] Committee .

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was unpaid/unclaimed Dividend of below table The company has unpaid/unclaimed dividend of

Financial Years	Rs.
2012-13	10884150
2013-14	114162.00
2014 -15	111772.00
2015 -16	199496.00
2016 -17	48269100

for past years which are not doe transfer to Investor Education and Protection fund pucks hued provisions of Section 125 of the Companies Act, 2013.

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 occur between the end of the financial year to which this financial statements relate had report

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and cooperation, have helped, as partners, in your Company’s progress.

Your Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Sd/-

Place: Mumbai Mahendra A. Turakhia

Date: 30^th May, 2018 Chairman and Managing Director

---

Mar 31, 2015

The Directors rake pleasure in presenting The Twenty Sixth Annual Report. together with the Audited Balance Sheet as at 31 March, 2015 and the Statement, of Profit & Loss for the year ended 31st March, 2015

OPERATING RESULTS

Particulars 2014-2015 2013-2014

Revenue from Operation 3,58,037,404 3,91,762,026

Other Income 1,005,402 644,446

Total Income 3,59,042,806 3,92,406,473

Operating, Depreciation and Other 3,03,329,546 3,38,766,969 Expenses

Administrative and Finance Cost 28,079,508 2,66,743,96

Total Expenses 3,31,409,054 3,65,441,366

Profit before Tax 27,633,752 26,965,107

Less: Provision for Current Tax 1 1,907,691 10,507,348

Provision for Deferred Tax (3,644,634) (1,258,198)

income Tax for earlier year 379,604 127,080

Profit After Tax 18,991,091 17,588,877

PERFORMANCE

During the year under review your Company's turnover of- 3,580 Lacs compared to -3,917 Lags in the previous fiscal year 2013-2014, registering an decrease of 8.60 %. The Turnover of the Company for the year under review showed st consistent growth.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity share (TO-50 pei equity share.) for die financial year ended March, 2015. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid lo the members whose names appears in the Register of Members as on 24771 September) 15 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depositor]' Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPEPAT1ONS & FUTURE PROSPECTS:

The Turnover of the. Company for The year wider review showed a decrease of 8.60 % over die corresponding previous year.

DIRECTORS

Your Company has 6 Directors consisting of 3 Independent Directors, 3 (Three) Executive Directors including Managing Director as on March 31, 2015.

In accordance with die Auricles of Assoc anon of [he Company and In terms of Section 152 of the Companies Al% 2013, Mi. Rajesh Abhaychaud Tarukia the Directors of the Company, feline by rotation and being eligible, offer them for re-appointment.

AUDITORS

M/s V R. Shah & Associates, Chartered Accountants, the Statutory Auditor of the Company retire, at the ensuing Annual Central Meeting eligible for die re-appointment as Auditors of the Company to hold die office from das date of 26th Annual General Meeting until the conclusion of the 28th Annual General Meeting. The Directors recommend reappointing M/s V.R Shah & Associates as Auditors of the Company.

AUDITOR'S REPORT

Information and explanations on items contained in the Auditors Report which niigbt he considered to be "Reservations, Qualifications or adverse Remarks" is given below:

COST AUDITOR

The Board of Directors of Company has, upon Recommendation of the Audit Committee, appointed Jiendi-akumar Yadav & Associates. Cost Accountant as Cost Auditors for conducting an audit of Cost. Accounting Regards mainlined by the Company for the Financial Year 2015-16.

As required under the provisions of Section 139 of the Companies Act, 20] 3 and as per Rule 14 of Companies (Audit and Auditors) Rules 2014, with the prior approval of Central Government die Company has obtained &. a written confirmation from CMA Jiendi-akumar Yadav & Associates, to the effect that they are eligible for appointment as Cost Auditors under Section 139 of die Companies Act, 2013.

The Audit Committee has also reacted a certificate from the Cost Auditor certifying their independence and arm's length relationship wide the Company. Die Cost Auditors shall forward their report to the Central Government Ministry of Corporate Affairs, New Delhi for the Financial Year 2015-16, with in the prescribed time limit.

KEY MANAGERIAL PERSONNEL

Mr. Chandrakant shah, Chief Financial Officer and Miss. Apama. Ramcsh Akadkar Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel during the Financial Year 2014-15 in accordance with the Section 203 of the Companies Act. 2013.

NUMBER OF MEETINGS OF THE BOARD

Regular meeting of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of die Board/Committee meeting to be held in the forthcoming financial year is being circuited to the Directors in advance to enable them to pan dike schedule for effective participator in the meetings. Due to business exigencies, certain business decisions ale taken by the Board through circulation from tunic to lime.

During the Financial Year 2014-15, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and hating agreement were adhered to white considering the time gap between two meetings -

S No. Date of Meeting Board Strength No. of Directors Present

1 30,05.2014 6 6

2 14.08.2014 6 6

3 10-09.2014 6 6

4 15.11.2014 6 6

5 14-02.2015 6 6

COMMITTEE OF DIRECTORS

The Company has following Committees of the Board:

- Audit Committee

- Nomination arid Refineries nod Committee

- Shareholder grievances committee / Investors Grie varies Committee:

The details with respect Lo the compositions, powers, roles, terms of reference, etc. of relevant complies arc given in details in the 'Report on Corporate Governance* of the Company which forms par of this Annual Report

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not invited and accepted in Fixed Deposits from die public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014 , hence disclosure required under above rule not applicable to the Company.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year: under review, as stipulated under clause 49 of listing agreement with die Stock Exchanges art: given as a separate sraiemem in die Annual Report,

PARTICULARS OF EMPLOYEES

Particulars of employees as required up to 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than profits 60,00,0007- per annum during the year under review, if employed birr fill) year or more than R 5,00,000/-per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013-

1) In the preparation of r.ht annual accounts, the applicable accounting standards have beefy followed along with proper explanation relating to material departures, if any.

2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that, are reasonable and prudent so as to give a true and fair view of the state of affairs of die Company at the end of the financial year viz 31st March, 2015 and of the profit or loss of the Company for the year ended on that date.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance widest: provisions of the Companies Act, 2013 for safeguarding die assets of the Company and for preventing and detecting fraud and other irregularities.

4) Than the Directors had prepared the annual accounts on a going concern basis.

5) that proper internal financial controls were in place and that the financial controls were adequate and were operating effusively.

6) The systems re.) ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATTON BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration horn each Independent Director under Section 149(7} of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section M9(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Independent Directors shall hold office for a term up to five consecutive years on the Board of a Company; but shall be eligible for re-appointment for next live years on passing of a special resolution by the Company and disclosure of such appointment in. the Board's report.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stroke Exchange, Indore. The Listing fee for the financial year 2015-2016 has already been paid.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investigates covered under the provisions of Section 186 of die Companies Act,2013 are given in die notes to the Financial Statements.

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

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule (S)(3) of the Companies (Accounts)Rotes, 2014, is annexed hereto: and forms part of dens report.

CORPORATE GOVERNANCE

As required by die Clause 49 of the listing Agreement entered in to by your Company with tire BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together wide a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Certified tine Company's Compliance with die Listing Agreement and die same is annexed to die report on Corporate Governance;

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure-I" to the Directors' Report

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify. evaluate business tasks and opportunities. This framework seeks to ere ate transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting, The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis af a Company level as also separately for business. The Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted policy on internal financial control system for proper observation of adequate internal financial controls.

POLICIES

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company's website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Extract of Remuneration Policy is given in MGT-9 to the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered during the financial year were in the ordinary course of die business of the Bank and were on arms longed basis. There were no materially significant related party transactions entered by the Company with promoters, Directors. Key Managerial Personnel or Other persons which may have potential conflict. with the interest of the Company. Considering the nature of the industry in which the Company operates, transactions with related parties of the Company as in the ordinary course of business which are on arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company,

SEXUAL HARASSMENT/ OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRFSSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20J 3 has been notified on 9th December. 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. A policy for prevention of Sexual Harassment of Women at workplace and sending up of the Committee for implementation of said policy is under review and consideration.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is attached separately to this report

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s GMS & CO, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-il" to the Directors' Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairperson's as well as the evaluation of the working of its Audit Committee. Corporate Social Responsibility Committee, Nomination &, Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out hay been explained hi the Corporate Governance Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was unpaid/unclaimed Dividend of Rs. 115,612 declared and paid in Financial Year 2014-15. The company has unpaid/unclaimed dividend of Rs. 110,292/- for past years which are not due for transfer to investor Education and Protection fund pursuant to the provisions of Section 125 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF TITE 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 end of the financial year to which this financial statements relate on the date of this report.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors ¦wish to pace on record their appreciation and sincere dinks to die state government, government agencies, banks, financial institutes joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and co-operation, have helped, as partners, in your Company's progress.

Your Directors also acknowledge dit. hard work, dedication and commitment of the employees.

By Order of the Board of Directors



Place; lndore Mahendra A. Turakhia

Date: 30th May, 2015 Chairman and Managing Director

(Din: 00006222)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2014.

OPERATING RESULTS

Particulars 2013-2014 2012-2013 (Rs.) (Rs.)

Revenue from Operation 391,762,026 334,018,653

Other Income 644,446 249,078

Total Income 392,406,473 334,2,67,731

Operating, Depreciation and Other 338,766,969 292,560,708

Expenses

Administrative and Finance Cost 266,743,96 240,77,517

Total Expenses 365,441,366 316,638,225

Profit before Tax 26,965,106 17,629,506

Less: Provision for Current Tax 10,507,348 8,400,000

Provision for Deferred Tax (1,258,198) (3,53 7,174)

I ncome Tax for earlier year 127,080 82,486

Profit After Tax 17,588,877 12,664,194

PERFORMANCE

During die year under review your Company achieved a turnover of Rs. 3917 Lacs compared to ?3340 lacs in the previous fiscal year 2012-2013, registering an increase of 17.27%. The Turnover of the Company for the year under review showed a positive growth.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity' share (Rs.0.50 per equity share) for die financial year ended March, 2014. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to die members whose names appears in the Register of Members as on 25th September, 2014; in respect of shares held in dematenalized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a higher growth of 17.27% over the corresponding previous year.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of thte Companies Act, 1956, Mr. Kishore Abhaychsuid Turakhia and Mr, Sarnbhunath Chaktavarti, die Directors of the Company., retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

M/s V. Shah & Associates, Chattered Arcountants, the Statutory Auditor of die Company retire at the ensuing Annual General Meeting and have con funned their eligibility arid willingness to accept office if re-appointed.

The Company has received a letter from M/s V, Shah & Associates, Chartered Accountants to the effect that their re-appointment, if made would be within the limits specified under Section 224(IB) of the Companies Act, 1956 and that they ate not disqualified within the meaning of Section 226 of he Companies Act, 1956 for such re-appointment,

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDITOR

The Board of Directors of Company has, upon recommendations of the Audit Committee, appointed Jhendrakitmar Yadav & Associates-, Cost Accountant as Cost Auditors for conducting an audit of Cost Accounting Records maintained by he Company for the Financial Year 2014-15. As required under the provisions of Section 224 (IB) read with Section 233B (2) of the Companies Act, 1956, the Company has obtained a written confirmation from CMA Jitendrakumar Yadav & Associates, to the effect that they are eligible for appointment as Cost Auditors under Section 233B of he Companies Act, 1956

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and atm's length relation ship with (he Company. The Cost Auditors shall, forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for die Financial Year 2014-15, within die prescribed tune limit.

COMMITTEE OF DIRECTORS

Reconstitution of Shareholders / Investors Grievances Committee:

During he year under review, the Shareholders /Investor Grievances Committee was reconstituted on 30th May, 2014 as follows:

Name of the Director Status

Mr. Diwakar Mani Chairman (Non Executive Director/ Tripathi Independent Director)

Mr. RajeshTurakhia Member (Executive Director)

Mr. Shambhunadi Member (Independent Director) Ckakravart

FIXED DEPOSIT'S

During the year under review, the Company did not accept or invite any deposit from the public within the purview of section 58A of the Companies Act, 1956.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for die year under review, as stipulated under clause. 49 of Listing agreement with the Stock Exchanges are given as a separate statement in die Annual Report .

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with die Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have- been followed along with proper explanation relating to material departures, if any.

2) 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 die state of affairs of the company as at the end of the financial year and profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of die Company and for die preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2014 on a "going concern" basis.

LISTING OF EQUITY SHAKES

The equity shares of your Company are listed on the Bora bay Stock Exchange Limited Mumbai (BSE) and the Madhya Pradesh Stock Exchange, Indore. The Listing fee for the financial year 2014-2015 has already been paid.

CONSERVATION OF ENERGY, TECI-TNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

A Statement giving derails of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and forms pam of this report

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement entered in to In your Company with the BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Cernfied die Company's Compliance with die listing Agreement and the same is annexed to the report on Corporate Governance.

ACKNOWLEDGEMENTS

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organisations who through dieir continued support and co-operation, have helped, as partners, in your Company's prograss-

Youl Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Place: Indole Mahendra A. Turakhia Date: 30th May, 2014 Chairman and Managing Director

---

Mar 31, 2013

The Directors have pleasure in presenting the Twenty Fourth Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2013.

OPERATING RESULTS

Particulars 2012-2013 2011-2012

Revenue from Operation 334,018,653 299,240,694

Other Income 249,077 4,544,392

Total Income 334,2,67,730 303,7,85,086

Operating, Depreciation and Other 292,560,708 262,692,659 Expenses___

Administrative and Finance Cost 240,77,517 153,39,851

Total Expenses 316,638,225 278,032,510

Profit before Tax 17,629,506 25,752,576

Less: Provision for Current Tax 8,400,000 7,383,905

Provision for Deferred Tax (3,517,174) 182,496

Income Tax for earlier year 82,486 (31,446)

Profit After Tax 12,664,194 18,154,729

PERFORMANCE

During the year under review your Company achieved a turnover of Rs. 3340 Lacs compared to Rs.2992 Lacs in the previous fiscal year 2011-2012, registering an increase of 11.63%. The Turnover of the Company for the year under review showed a positive growth. Profit before interest, depreciation and taxes in financial year 2012-2013 are Rs.343.33 Lacs. After providing for interest of Rs.64.08 Lacs (Rs.52.56 Lacs previous fiscal) and Depreciation of Rs.102.96 Lacs (Rs.49.59 Lacs previous fiscal), the profit after tax of the Company is Rs.126.64 Lacs.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 5% per equity share (Rs.0.50 per equity share) for the financial year ended March, 2013. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members as on 16 July, 2013; in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a higher growth of 11.63% over the corresponding previous year.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Mahendra Turakhia and Mr. Radheshyam Tawani, the Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s V. Shah & Associates, Chartered Accountants, the Statutory Auditor of the Company retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if re-appointed.

The Company has received a letter from M/s V. Shah & Associates, Chartered Accountants to the effect that their reappointment, if made would be within the limits specified under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified within the meaning of Section 226 of the Companies Act, 1956 for such re-appointment.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

COST AUDITOR

The Board of Directors of Company has, upon recommendations of the Audit Committee, appointed Jitendra Kumar & Associates Cost Accountant as Cost Auditors for conducting an audit of Cost Accounting Records maintained by the Company for the Financial Year 2012-13. As required under the provisions of Section 224 (IB) read with Section 233B (2) of the Companies Act, 1956, the Company has obtained a written confirmation from CMA Jitendra Kumar & Associates to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm''s length relationship with the Company. The Cost Auditors shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the Financial Year 2012-13, within the prescribed time limit.

COMMITTEE OF DIRECTORS

Reconstitution of Shareholders / Investors Grievances Committee:

Durins the vear under review, the Shareholders /Investor Grievances Committee was reconstituted on 15th Mav, 2012 as follows:__

Name of the Director Status

Mr. Bharat Desai Chairman (Non Executive Director)

Mr. Rajesh Turakhia Member (Executive Director)

Mr. Kirit Doshi Member (Independent Director) Rs.

FIXED DEPOSITS

During the year under review, the Company did not accept or invite any deposit from 4 the public within the purview of section 58A of the Companies Act, 1956.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review, as stipulated under clause 49 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) 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 at the end of the financial year and profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts for the financial year ended 31st March 2013 on a "going concern" basis.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stock Exchange, Indore. The Listing fee for the financial year 2013-2014 has already been paid.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement entered in to by your Company with the BSE Limited and Madhya Pradesh Stock Exchange and The National Stock Exchange of India Limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have Certified the Company''s Compliance with the listing Agreement and the same is annexed to the report on Corporate (06) Governance.

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and co-operation, have helped, as partners, in your Company''s progress.

Your Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Place: Indore Mahendra A. Turakhia

Date: 30th May, 2013 Chairman and Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2010.

Financial Results

Particulars 2009-10 2008-09

Sales & Other Income from Operation 23.60.85.845 226.849.027

Increase/Decrease in Stocks 1.29.65.233 (613.318)

Other Income 17.270 -

Total Income 24,90,68,348 22,635,709

Operating Expenditure 21,38,77,884 187,225,300

Administrative and other1, 40,08,644 18.453,770

Expenditure

Profit Before Depreciation and 2,11,81,820 20,556,640

Financial charges Depreciation 35,26,518 2,808,681

Profit Before Financial Charges 1,76,55,302 17,747,959

Financial Charges 35,91,071 3,511,915

Profit Before Tax1, 40,64,231 14,236,044

Less: Provision for Deferred Tax 13,61,465 1,062,300

Provision for Income Tax 41,55,000 4,875,000

Provision for Fringe Benefit Tax - 168,700

Profit After Tax 85,47,766 8,130,044

Income Tax for earlier year 5,89,867 (843,286)

Balance brought forward 6,07,73,413 53,486,655

Balance carried to Balancesheet 6,99,11,046 60,773,413



Performance

During the year under review your Company achieved a turnover of Rs.2361 Lacs Compared to Rs.2268 Lacs in the previous fiscal year 2008-2009, registering an increase of 4.0%. Profit before interest, depreciation and taxes in 2009-10 were increased at Rs.212 Lacs compared to Rs.206 Lacs in the previous fiscal.

After providing for interest of Rs. 36 Lacs (Rs.35 Lacs previous fiscal) and depreciation of Rs 35 Lacs (Rs. 28 Lacs previous fiscal), the profit after tax of the Company was Rs.85 Lacs as against the previous years profit before tax of Rs.81 Lacs.

During the year under review, the Company Scaled new heights in revenue.

Dividend

Owing to the development and expansion plans already undertaken by the company and the need of ploughing back in the company of the generated profits during the year, your Directors do not recommend any dividend for the year under review.

Operations & Future Prospects

The Turnover of the Company for the year under review showed a higher growth of 4 % over the corresponding previous year. The overall business prospects of the Company are encouraging despite reduction in parity at certain levels of operations.

Directors

Mr. Kiritkumar M. Doshi and Mr. Radhashyam Ramprasad Tawani, the Directors of the Company, retire by rotation and being eligible offers themselves for re-appointment.

Your Directors recommend the appointments and re-appointments of the aforesaid Directors.

Auditors

M/s. P. B. Mehta & Associates, Chartered Accounts, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and are eligible for re- appointment. The Company has received their consent under section 224(1 B) of the Companies Act, 1956 for such re-appointment.

Fixed Deposits

The Company has not accepted Fixed Deposits from public within the purview .of section 58A, of the Companies Act, 1956, during the year under review.

Financial Condition and Result of operation

Management discussion and analysis of financial condition and result of operation of the company for the year under review, as stipulated under clause 49 of listing agreement with the Stock Exchanges are given as a separate statement in this annual report.

Particulars of Employees

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to; material departures, if any.

2) 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 at the end of the financial year and profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act. For safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2010 on a "going concern" basis.

Listing of Equity Shares

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Madhya Pradesh Stock Exchange, Indore. The Listing fee for the year 2010-11 has already been paid. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgoes

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and form part of this report.

Corporate Governance

Your Companys philosophy on corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

A separate section on Corporate Governance from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the listing Agreement with the Stock Exchanges, form the part of this Annual Report.

Acknowledgments

Our teams across the Company through their competence, hard work, dedication and team spirit, have stretched incessantly to achieve impressive results for the year 2010 and over the years has made your company a great place to work with. The Board wishes to place on the record its sincere appreciation of the effort put in by your companys senior management team , executives and consultants at all levels, with your wishes and trust we endeavors to delivers long term shareholder value.

Your Directors would likes to thank all investors, customers, financial institutions, vendors, banks, government authorities, the registrars, share transfer agents, business/alliance and technology partners for the support.

Your Directors thanks the government of India and support during the year, and look forward to their continued support in the future.



Registered Office: By Order of the Board of Directors

B-6 & B-7, Sector-C,

Industrial Area,

Sanwer Road, Mahendra A. Turakhia

Indore - 45200 l(M.P) Chairman Cum Managing Director

Place: Indore

Date: 31st August, 2010