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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Paras Petrofils Ltd.

Mar 31, 2024

Your Directors present this 33^rd Annual Report together with the Audited Annual Financial Statements of

Paras Petrofils Limited (âParasâ or âthe Companyâ) for the year ended March 31^st, 2024.

FINANCIAL HIGHLIGHTS- AT A GLANCE

S Overall Performance of your Company

â¢ The Financial Year 2023-24 had been very challenging for the Company and your Company has made necessary efforts to eliminate potential losses suffered due to the Covid-19 related challenges. The Company has suffered net loss of Rs. 37.38 Lacs in the Financial Year 2023-24 as compared to Net Profit of Rs. 33.97 Lacs in the Financial Year 2022-23.

S The financial summary, performance highlights operations/state of affair of your Company for the year are summarized below:

Amount (In Lakhs)

Particulars	Standalone
Particulars	2023-24	2022-23
Income from Business Operations	-	-
Other Income	129.63	121.37
Total Income	129.63	121.37
Less: Expenditure	167.01	87.40
Profit/Loss before Tax& Exceptional Items	(37.38)	33.97
Less: Exceptional Items	-	-
Profit/Loss before Tax	(37.38)	33.97
Less: Tax Expense	-	-
Add: Deferred Tax Asset	-	-
Net Profit/Loss after Tax	(37.38)	33.97
Earnings per share:
Basic	(0.01)	0.01
Diluted	-	-

DIVIDEND

No Dividend was declared for the current financial year due to carry forward of previous losses in the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2023-24.

As on 31^st March, 2024, paid-up share capital of the Company stood at 36,78,43,000 consisting of 33,42,21,000 Equity Share of Rs. 1/- each and 33,62,200 11% Non-cumulative Preference Shares of Rs.10/-each.

Reconciliation of Share Capital Audit

In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company. The Reconciliation of Share Capital Audit Report(s) as submitted by the Auditor on quarterly basis was filed with respective stock exchanges where original shares of the Company are listed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES THEREON DURING THE YEAR Board & KMP

Mr. Deepak Kishorchandra Vaidya Whole-time Director

Ms. Madhuben Shankarbhai Rathod Non-Executive Director

Mr. Kailashdan Charan (Ceased to be Director of Non-Executive Director the company w.e.f. 15.04.2024)

Mr. Sanjay Jayant Bhatt Non-Executive Director

Mr. Harikishan Chunilal Panpaliya (Ceased to be Non-Executive Independent Director

Director of the company w.e.f. 10.02.2024)

Mr. Anil Kumar Ghanshyamdas Bansal (Ceased to Non-Executive Independent Director be Director of the company w.e.f. 10.02.2024)

Mr. Rupesh Pachori Non-Executive Independent Director

Mr. Piyush Khatod Non-Executive Independent Director

Mr. Deepak Kishorchandra Vaidya Chief Financial Officer

Ms. Shalu Ramesh Sarraf Company Secretary & Compliance Officer

Directors liable to retire by rotation:

Ms. Madhuben Rathod (DIN: 08861595), Director will be retiring by rotation at this Annual General Meeting and being eligible, offers her for re-appointment. The Board recommends her re-appointment to the Company at this Annual General Meeting.

Changes in Directors and Key Managerial Personnel (KMP)

There are no any other changes in Directors or Key Managerial Personnel by way of Appointment, Redesignation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. except:

During the year under review:

â¢ Mr. Deepak K Vaidya has been reappointed as whole time director of the Company, with effect from September 30, 2023 for period of 5 years.

â¢ Mr. Harikishan Chunilal Panpaliya and Mr. Anil Kumar Ghanshyamdas Bansal has resigned from the post of Non-Executive Independent Director with effect from the closing business hours of February 10, 2024.

â¢ Mr. Rupesh Pachori and Mr. Piyush Khatod were appointed as Non-Executive Independent Director of the Company with effect from February 10, 2024.

After the closure of the year:

â¢ Mr. Kailashdan Charan has ceased to be the part of board of director of the company w.e.f. 15.04.2024

â¢ Mr. Jayprakashan Padmanabhan Nair was appointed as Non-Executive Non Independent Director of the company w.e.f. 08.07.2024

â¢

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule-IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The appointment, removal and remuneration of the directors are subject to the recommendations of the Nomination and Remuneration Committee ("NRC") and in accordance with the provisions of the Act and the Listing Regulations. The Company has a policy on the appointment and remuneration of the directors, which, inter alia, provides the criteria for determination of the qualifications, attributes, independence of a director, diversity, and other matters.

The ''Nomination and Remuneration Policyâ has been formulated/revised under the provisions of the Act and the Listing Regulations and covers remuneration to the directors, key managerial personnel and the senior management personnel, identification and criteria for selection of appropriate candidates for appointment as directors, key managerial personnel and senior management personnel.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

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

(c) the Directors had taken proper & 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 & detecting fraud & other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) the Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;

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

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

The details of Board Meetings convened during the year along with other details of Board Meetings held are given in Corporate Governance Report, which forms the integral part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholdersâ Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.The Composition of the Committee is given in the Corporate Governance report which forms the integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on 30^th September, 2022 re-appointed M/s RMR & Co., Chartered Accountant(FRN:106467W), as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of that meeting till the conclusion of 36^th Annual General Meeting of the Company.

Qualification(s) and Directors'' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed M/s. M.D. Baid & Associates, Company Secretaries to undertake Secretarial Audit of the Company for FY 2023-24.

The Secretarial Audit was conducted by Mr. Shreyansh Jain, Practicing Company Secretary, and the

report thereon is annexed herewith as "Annexure- A".

Qualifications) and Directors'' comments on the report of Secretarial Auditor:

There are qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report and the same is self-explanatory.

Annual Secretarial Compliance Report

The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are applicable on the Company. Therefore, the Company has obtained a certificate from a Practicing Company Secretary and has been attached with this Annual Report. The report thereon is annexed herewith as "Annexure-Bâ.

C. INTERNAL AUDITOR

The Company had appointed Internal Auditor to carry out the Internal Audit Functions. The Internal Auditor has to submit a âQuarterly Reportâ to the Audit Committee for its review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.

MAINTENANCE OF COST RECORD:

As per sub-section (1) of section 148 of the Companies Act, 2013, maintenance of Cost Records has not been prescribed by the Central Government for the products/services manufactured/provided by the company.

EXTRACT OF ANNUAL RETURN

The Annual Return in terms of section 92(3) of the Act for the financial year 2023-24 is available on the Companyâs website and can be accessed at https://www.paraspetrofils.in/

SUBSIDIARY / ASSOCIATE/ IOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the

financial year 2023-24. A statement about Subsidiary / Joint Ventures / Associate Company in the form AOC-1 is not applicable.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

The company has not made any investment during the year

DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of section 73 of the Companies Act, 2013.There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2024.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013

In the financial year 2023-24, The Company has not entered into any material related party transaction with the related parties within the purview of section 188 of the Companies Act, 2013. Thus form AOC-2 is not required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

Conservation of energy
1.	the steps taken or impact on conservation of energy	Nil
2.	the steps taken by the company for utilizing alternate sources of energy	Nil
3.	the capital investment on energy conservation equipment	Nil

Technology absorption
1.	the efforts made towards technology absorption	Nil
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
4.	the details of technology imported	Nil
5.	the year of import	Nil
6.	whether the technology been fully absorbed	Nil
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
8.	the expenditure incurred on Research and Development	Nil

Foreign exchange earnings and Outgo
1.	The Foreign Exchange earned in terms of actual inflows during the year	Nil
2.	The Foreign Exchange outgo during the year in terms of actual outflows	Nil

Further, there were no foreign exchange earnings and outgo during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

INDIAN ACCOUNTING STANDARD (IND AS)

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements. Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses its financial results on a quarterly basis which are subjected to limited review and publishes audited financial results on an annual basis. The financial statements for the year ended 31 March, 2024 have been prepared in accordance with the Indian Accounting Standards (âInd ASâ) as required under the provisions of Section 133 of the Companies Act, 2013 read with rules made there under, as amended.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the activities of the Company & its employees are conducted in a fair & transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy. This policy is explained in âCorporate Governance Reportâ and is also posted on website of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013â and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; hence no such particulars are annexed.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

To the best of the Management''s knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and companyâs operation in future.

CHANGE IN KEY FINANCIAL RATIOS

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of changes in key sector-specific financial ratios.

Sr. No.	Particulars	FY 2023-24	FY 2022-23
1.	Current Ratio (times)	769.35	101.15
2.	Return on Equity Ratio	-0.02	0.01
3.	Return on Investment	0.08	0.09
4.	Current Liability (times)	0.00	0.01
5.	Net Profit Margin (%)	-0.29	0.28

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31^stMarch, 2024 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures he orderly and efficient conduct of its business and adherence to the companyâs policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizationâs risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companyâs Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and

their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companyâs website.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATIONS UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

ACKNOWLEDGEMENT

The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued patronage, assistance and guidance received by the Company during the year from bankers, government authorities, shareholders and other stakeholders and Stock Exchange authorities without whom the overall satisfactory performance would not have been possible.

For and on behalf of the Board For Paras Petrofils Limited

Sd/- Sd/-

Deepak Vaidya Sanjay Jayant Bhatt

Whole-time Director Director

DIN:08201304 DIN:09075125

Place: Surat Date: 06.09.2024

Mar 31, 2023

Your Directors present this 32^nd Annual Report together with the Audited Annual Financial Statements of Paras

Petrofils Limited (âParasâ or âthe Companyâ) for the year ended March 31^st, 2023.

FINANCIAL HIGHLIGHTS- AT A GLANCE

S Overall Performance of your Company

â¢ The Financial Y ear 2022-23 had been highly competitive scenario for the Company as your Company has made necessary efforts to eliminate potential losses suffered due to the Covid-19 related challenges. The Net Profit of your Company is Rs. 33.97 Lacs in the Financial Year 2022-23 as compared to Net Profit of Rs. 85.62 Lacs in the Financial Year 2021-22.

S The financial summary, performance highlights operations/state of affair of your Company for the year are summarized below:

Particulars	Standalone
Particulars	2022-23	2021-22
Income from Business Operations	-	-
Other Income	121.37	112.17
Total Income	121.37	112.17
Less: Expenditure	87.40	26.54
Profit/Loss before Tax& Exceptional Items	33.97	85.62
Less: Exceptional Items	-	-
Profit/Loss before Tax	33.97	85.62
Less: Tax Expense	-	-
Add: Deferred Tax Asset	-	-
Net Profit/Loss after Tax	33.97	85.62
Earnings per share:
Basic	0.00	0.00
Diluted	-	-

DIVIDEND

No Dividend was declared for the current financial year due to carry forward of previous losses in the Company. TRANSFER TO RESERVES

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus. REVOCATON OF SUSPENSION:

The shares of the Company have been suspended from trading in the equity shares of the company by respective exchanges for non-compliance of listing agreement & SEBI(LODR)Regulations, 2015. We are pleased to inform that the same has been revoked by exchanges from December 23, 2022.

SHARE CAPITAL

As on 31^st March, 2023, paid-up share capital of the Company stood at 36,78,43,000 consisting of 33,42,21,000 Equity Share of Rs. 1/-each and 33,62,200 11% Non-cumulative Preference Shares of Rs.10/- each.

Reconciliation of Share Capital Audit

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

DEPOSITS

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2022-23. A statement about Subsidiary / Joint Ventures / Associate Company in the form AOC-1 is not applicable.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SSâ1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

INDIAN ACCOUNTING STANDARD (IND AS)

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements. Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses its financial results on a quarterly basis which are subjected to limited review and publishes audited financial results on an annual basis. The financial statements for the year ended 31 March, 2023 have been prepared in accordance with the Indian Accounting Standards (âInd ASâ) as required

under the provisions of Section 133 of the Companies Act, 2013 read with rules made there under, as amended. MAINTENANCE OF COST RECORD:

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR Directors liable to retire by rotation:

Mr. Sanjay Jayant Bhatt (DIN: 09075125), Director will be retiring by rotation at this Annual General Meeting and being eligible, offers him for re-appointment. The Board recommends his re-appointment to the Board of the Company at this Annual General Meeting

There are no any other changes in Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. except

DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) the Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

EXTRACT OF ANNUAL RETURN

The Annual Return in terms of section 92(3) of the Act for the financial year 2022-23 is available on the Companyâs website and can be accessed at https://www.paraspetrofils.in/

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

AUDIT COMMITTEE

NOMINATION & REMUNERATION COMMITTEE

STAKEHOLDERSâ RELATIONSHIP COMMITTEE

VIGIL MECHANISM COMMITTEE

BOARD ANNUAL EVALUATION

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

Qualification(s) and Directors'' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are selfexplanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

The Secretarial Audit was conducted by Mr. Shreyansh Jain, Practicing Company Secretary, and the report thereon is annexed herewith as âAnnexure- Aâ.

Qualification(s) and Directors'' comments on the report of Secretarial Auditor:

There are qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report and the same is self-explanatory.

Annual Secretarial Compliance Report

C. INTERNAL AUDITOR

The Company had appointed Internal Auditor to carry out the Internal Audit Functions. The Internal Auditor submits a âQuarterly Reportâ to the Audit Committee for its review.

REPORTING OF FRAUDS BY AUDITORS

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013

In the financial year 2022-23, The Company has not entered into any transaction with the related parties within the purview of section 188 of the Companies Act, 2013. Thus form AOC-2 is not required.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

To the best of the Managementâs knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and companyâs operation in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

Conservation of energy
1.	the steps taken or impact on conservation of energy	Nil
2.	the steps taken by the company for utilizing alternate sources of energy	Nil
3.	the capital investment on energy conservation equipment	Nil

Technology absorption
1.	the efforts made towards technology absorption	Nil
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
4.	the details of technology imported	Nil
5.	the year of import	Nil
6.	whether the technology been fully absorbed	Nil
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
8.	the expenditure incurred on Research and Development	Nil

Foreign exchange earnings and Outgo
1.	The Foreign Exchange earned in terms of actual inflows during the year	Nil
2.	The Foreign Exchange outgo during the year in terms of actual outflows	Nil

Further, there were no foreign exchange earnings and outgo during the year under review.

CHANGE IN KEY FINANCIAL RATIOS

Sr. No.	Particulars	FY 2022-23	FY 2021-22
1.	Current Ratio (times)	101.15	165.73
2.	Return on Equity Ratio	0.01	0.04
3.	Return on Investment	0.09	0.08
4.	Current Liability (times)	0.01	0.00
5.	Net Profit Margin (%)	0.28	0.76

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act, 2013, hence the same are not applicable to the company for the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

CORPORATE GOVERNANCE REPORT

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companyâs Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31^st March, 2023 based on the internal control over financial reporting criteria established by the Company.

PERSONNEL RELATIONS

PARTICULARS OF EMPLOYEES

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS). REGULATIONS. 2015

ACKNOWLEDGEMENT

For and on behalf of the Board For Paras Petrofils Limited

^Sd/- Sd/-

Deepak Vaidya Harikishan Panpaliya

Whole-time Director Director

DIN:08201304 DIN: 02645602

Place: Surat Date: 07.09.2023

Mar 31, 2014

The Members of

Paras Petrofils Limited

Dear Shareholders,

The directors have pleasure in presenting the Twenty Third Annual report together with the audited statements of accounts for the year ending on 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results are as under: - (Rs. In Lacs)

Particulars 2013-14 2012-13

Revenue from Operations 952.86 11795.76

Other Income 3.18 56.17

Profit/(Loss) before depreciation 774.19 (1451.23)

Less: Depreciation 7.11 456.24

Net Profit/(Loss) Before Tax 767.08 (1907.47)

Less: Provision for Tax including tax of earlier years 0.00 0.11

Less: MAT Credit Entitlement 174.63 0.00

Less/(Add): Deferred Tax Liability/(Assets) 236.99 (588.88)

Net Profit/(Loss) after Tax 355.46 (1318.70)

Balance of Profit & Loss account brought forward (1020.02) 298.68

Balance of Profit & Loss account to be carried forward (664.56) (1020.02)

DIVIDEND:

For the year under review, company has earned net profit. However to set off the previous year losses, your directors regret their inability to recommend any divided for the year.

PERFOMANCE DURING THE YEAR & OUTLOOK:

During the year under review, the turnover of the company has decreased to Rs. 952.86 Lacs as against turnover of Rs. 11795.76 Lacs during the previous year. The Company has earned net profit after tax of Rs. 355.46 Lacs during the year. During the year under consideration the manufacturing operation of the company were suspended due to sluggish market condition and heavy losses incurred by the company during previous years from manufacturing activity. However company has continued its trading activity during the year. Looking to the current market situation of the manufacturing activity in India and specially of the standalone yarn manufacturing units, directors of the company are of the view to permanently discontinue its manufacturing activity and dispose-off all related assets of the company subject to approval of the share holders and use all available recourses to expand its textile trading activity. The directors of the company are quite confident to improve its profitability and performance in coming years from textile trading activity.

AUDITORS:

M/s. RKG & Company, Chartered Accountants, the auditors of the company, retires at the conclusion of ensuing Annual general meeting and had confirmed their eligibility for the reappointment and willingness to accept office, if reappointed.

AUDITOR''S REPORT:

The observations made in the Auditor''s Report are self-explanatory and do not require further explanation.

DIRECTORS:

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Shri Harshad J Patel, Shri Ashok R Jain retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

Details of the Directors seeking reappointment as required under Clause 49 (VI) of the Listing Agreements are provided in Notice forming part of this Annual Report. None of the Directors are disqualified under Section 274(1) (g) of the Companies Act, 1956.

PERSONNEL:

The Company does not have any employee drawing salary as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CASH FLOW ANALYSIS

The Cash Flow statement for the year ended on 31st March, 2014, in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges where the shares of the Company are listed forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, it is hereby stated that- (i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) We 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) We have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit during the period under review.

MATERIAL CHANGES:

During the period under review, Company has discontinue its yarn manufactring operations.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

Your Company has ensured eco-friendly disposal of various hazardous waste at the designated disposal site recognized by Pollution Control Board. In addition, the Company has complied with the environmental norms.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance, in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the annual report.

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operation received from customers, suppliers, dealers, banks and government authorities. The Board also, expresses its appreciation for the understanding and support extended by the shareholders and employees of the Company.

Registered office: For and on behalf of Board of Directors, Block No 529, N. H. No. 8, Village-Palsana, Surat-394315

Place: Palsana (Ashok R Jain) (Harshad J Patel) Date : 14th August, 2014 Managing Director Director

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2013.

SUMMARISED FINANCIAL RESULTS

The Summarized Financial Results of the Company for the year ended 31st March, 2013 were as follows.

PARTICULARS 2012-2013 2011-2012 (Rs.in lacs) (Rs.in lacs)

Total Revenue 11851.93 10424.96

Gross Profit before Interest & Depreciation (1435.88) (464.86)

Less: Interest 15.34 24.04

Less: Depreciation 456.25 449.49

Net Profit/(Loss) for the Year (1907.47) (938.39)

Less: Provision for tax (588.88) (338.12)

Less: Previous Year Tax 0.11 0.00

Profit after Tax (1318.70) (600.27)

Add Balance Brought Forward from previous year 298.68 898.95

Balance available for appropriation (1020.02) 298.68

Transfer to Reserves NIL NIL

Surplus Carried to Balance Sheet (1020.02) 298.68

DIVIDEND

In view of the continuous loss incurred during the financial year 2012-13 also, the Board regrets and expresses their inability to declare any dividend for the current financial year.

OPERATIONS

FY 2012-13 witnessed a severe slowdown in the Indian economy, which affected the polyester as well as the nylon industry. Moreover, high consumer price inflation and weak rural consumption further squeezed demand, which has now faced a slowdown for two consecutive years. The year also saw a significant increase in polyester polymer and filament yarn capacities, leading to weaker industry margins compared to the previous year.

Your Directors hereby report that during the year under review, the gross turnover of the company was Rs. 11851.93 lacs for the year ended 31.03.2013 as compared to Rs. 10424.96 lacs for the corresponding year ended on 31.03.2012.

Accordingly looking at the present scenario, the company has temporarily suspended the manufacturing operations of the company from 9th March, 2013 as they felt that it was unviable for the company to do so. However the Board continuously reviews the present market scenario and is looking for an opportunity to start the operations again.

BOARD OF DIRECTORS

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Shri Jivabhai Patel, Shri Anand Kumar Jain and Shri Siddharth Patel retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

Details of the Directors seeking reappointment as required under Clause 49 (VI) of the Listing Agreements are provided in Notice forming part of this Annual Report. None of the Directors are disqualified under Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state that:

(i) In preparation of the annual accounts for the financial year ended 31 March, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) 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 31 March 2013 and of the profit of the Company for the year ended on that date.

(iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

FIXED DEPOSIT

As reported in the year 2012-2013 your Company continued to accept enew deposits and maintained a high standard of service. As on 31st March, 2013 there have been no defaults in payment of Deposits and also no deposits remained unclaimed after maturity.

PARTICULARS OF EMPLOYEES

Particulars of employees required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employee is qualified for such of the disclosure.

INSURANCE

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

AUDITORS AND AUDITORS REPORT

M/s R. K. G. & Co., Chartered Accountants, 409, Ajanta Shopping & Textile Arcade, Ring Road, Surat Â 395 002 will cease to hold the office at the conclusion of the ensuing Annual General Meeting and are recommended for the reappointment.

The Company has received a certificate from the retiring auditors to the effect that the appointment if made, will be in accordance with the limits specified in section 224 (1B) of the Companies Act, 1956. Based on the recommendations of the Audit Committee, the Board of the directors of the company proposes the re-appointment of M/s R. K. G. & Co., Chartered Accountants.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to textiles is being carried out every year. The Central Government has approved the appointment of M/s M Goyal & Co, Cost Accountants having firm registration No. 00051/07/2008 as Cost Auditors for conducting cost audit for the financial year 2011-12. The cost audit report in respect of financial year 2012-13 will be filed on or before the due date. The cost audit report for the Financial Year 2011-12 which was due to be filed with the Ministry of Corporate Affairs on 28th February, 2013 was filed on 25th February 2013.

CASH FLOW ANALYSIS

The Cash Flow statement for the year ended on 31st March, 2013, in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges where the shares of the Company are listed forms part of the Annual Report.

ENERGY CONSERVATION

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

Your Company has ensured eco-friendly disposal of various hazardous waste at the designated disposal site recognized by Pollution Control Board. In addition, the Company has complied with the environmental norms.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance, in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the annual report.

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operation received from customers, suppliers, dealers, banks and government authorities. The Board also, expresses its appreciation for the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place : Palsana Ashok Kumar Jain Jivabhai A. Patel

Date :31st May, 2013 Managing Director Director

Mar 31, 2012

The Directors are pleased to present the 21st Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

SUMMARISED FINANCIAL RESULTS

The Summarized Financial Results of the Company for the year ended 31st March, 2012 were as follows.

2010-2011 2011-2012

(Rs. in lacs) (Rs.in lacs)

Total Revenue 11412.95 10424.96

Gross Profit before Interest & Depreciation 934.37 (464.70)

Less: Interest 68.09 24.04

Less: Depreciation 453.90 449.49

Net Profit/(Loss) for the Year 412.38 (938.23)

Less: Provision for tax 223.82 (337.96)

Less: MAT Credit Entitlement (174.63) 0.00

Profit after Tax 363.19 (600.27)

Add Balance Brought Forward from previous year 535.76 898.95

Balance available for appropriation 898.95 298.68

Transfer to Reserves NIL NIL

Surplus Carried to Balance Sheet 898.95 298.68

DIVIDEND

In view of the loss incurred during the financial year 2011-12, the Board expresses their inability to declare any dividend for the current financial year.

OPERATIONS

During the year under review the company successfully manufactured nylon yarn along with its existing capacities of polyester yarn. This has made the company more diversified.

Your Directors hereby report that during the year under review, the gross turnover of the company was marginally lower at Rs. 12096.03 lacs for the year ended 31.03.2012 as compared to Rs. 13152.68 lacs for the corresponding year ended on 31.03.2011.

Fluctuation in raw material prices coupled with competitive pressures continued to hamper the profitability of the Company. Moreover, the increase in the cost of major inputs could not be entirely passed on to the customers.

Under the present scenario the Company is focusing on increased productivity through optimal utilization of production capacity and reduction in operating costs.

BOARD OF DIRECTORS

Under section 256 of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Shri Ashok Jain, Shri Kailaschand Jain and Shri Harshad Patel retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

A brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas etc. as stipulated under Clause 49 of the Listing Agreement entered into with the various Stock Exchanges are provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state that:

(i) In preparation of the annual accounts for the financial year ended 31 March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) 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 31 March 2012 and of the profit of the Company for the year ended on that date.

(iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

FIXED DEPOSIT

As reported in the year 2011-2012 your Company continued to accept enew deposits and maintained a high standard of service. As on 31st March, 2012 there have been no defaults in payment of Deposits and also no deposits remained unclaimed after maturity.

PARTICULARS OF EMPLOYEES

Particulars of employees required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employee is qualified for such of the disclosure.

INSURANCE

The properties and insurable assets and interests of your Company, like building, plant and machinery and stocks, among others, are adequately insured.

AUDITORS AND AUDITORS REPORT

M/s R. K. G. & Co., Chartered Accountants, 409, Ajanta Shopping & Textile Arcade, Ring Road, Surat - 395 002 will cease to hold the office at the conclusion of the ensuing Annual General Meeting and are recommended for the reappointment.

The Company has received a certificate from the retiring auditors to the effect that the appointment if made, will be in accordance with the limits specified in section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

As per the requirement of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the cost accounts relating to textiles is being carried out every year. The Central Government has approved the appointment of M/s M Goyal & Co, Cost Accountants having firm registration No. 00051/07/2008 as Cost Auditors for conducting cost audit for the financial year 2011-12. The cost audit report in respect of financial year 2011-12 will be filed on or before the due date. The cost audit report for the Financial Year 2010-11 which was due to be filed with the Ministry of Corporate Affairs on 30th September, 2011 was filed on 26th September, 2011.

CASH FLOW ANALYSIS

The Cash Flow statement for the year ended on 31st March, 2012, in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges where the shares of the Company are listed forms part of the Annual Report.

ENERGY CONSERVATION

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

Your Company has ensured eco-friendly disposal of various hazardous waste at the designated disposal site recognized by Pollution Control Board. In addition, the Company has complied with the environmental norms.

CORPORATE GOVERNANCE

Your Company complies with all the mandatory requirements pertaining to Corporate Governance, in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the annual report.

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operation received from customers, suppliers, dealers, banks and government authorities. The Board also, expresses its appreciation for the understanding and support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place : Palsana Ashok R. Jain Jivabhai A. Patel

Date : 31st August, 2012 Managing Director Director

Mar 31, 2010

The Directors are pleased to present the 19th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS

The Summarised Financial Results of the Company for the year ended 31st March, 2010 were as follows.

2009-2010 2008-2009

(Rs.in lacs) (Rs.in lacs)

Gross Turnover 10804.35 9151.03

Gross Profit before Interest & Depreciation 937.29 807.79

Less: Interest 127.00 200.53

Less: Depreciation 451.00 442.61

Net Profit/(Loss) for the Year 359.29 164.65

Provision for tax 148.44 45.14

Profit After Tax 210.85 119.51

Add Balance Brought Forward from previous year 324.90 205.39

Balance available for appropriation 535.75 324.90

Transfer to Reserves NIL NIL

Surplus Carried to Balance Sheet 535.75 324.90

DIVIDEND

In view of the meager profits, and the tremendous growth potential which the Directors believe is there in the Yarn industry which is also ascertainable from the tremendous change in the performance of the Company and for expanding and strengthening the reserves and networks of the Company, the Board of Directors have decided not to propose any dividend for the year ended on 31st March, 2010.

The Directors believe this would increase shareholder value and eventually lead to a higher return threshold.

OPERATIONS

Your DirectorÃs are pleased to inform that the trend of growth which started in the previous year ended 31st March, 2009 continued this year also and the turnover of the Company, operating profit, profit after tax all of them showed an increase in the positive direction.

Your Directors are pleased to report that during the year under review the profits of the Company before tax increased to Rs. 359.29 lacs in comparison to 164.65 lacs for the previous year ended on 31.03.2009. The gross turnover of the company for the year ended on 31.03.2010 was Rs. 10804.35 lacs as compared to Rs. 9151.03 lacs for the corresponding year ended on 31.03.2009.

BOARD OF DIRECTORS

Under section 256 of the Companies Act, 1956 Shri Siddharth Patel, Shri Anand Jain, and Shri Jivabhai Patel retire by rotation and being eligible offer themselves for re-appointment. The board recommends reappointment of retiring directors.

A brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas etc. as stipulated under Clause 49 of the Listing Agreement entered into with the various Stock Exchanges are provided in the report of Corporate Governance forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors state that:

(i) In preparation of the annual accounts for the financial year ended 31 March, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) 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 31 March 2010 and of the profit of the Company for the year ended on that date.

(iii) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a Ãgoing concernÃ basis.

FIXED DEPOSIT

As reported in the year 2008-2009 your Company continued to accept enew deposits during the year 2009-2010 and maintained a high standard of service. As on 31st March, 2010 there have been no defaults in payment of Deposits and also no deposits remained unclaimed after maturity.

PARTICULARS OF EMPLOYEES

Particulars of employees required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employee is qualified for such of the disclosure.

AUDITORS AND AUDITORS REPORT

M/s R. K. G. & Co., Chartered Accountants, 409, Ajanta Shopping & Textile Arcade, Ring Road, Surat Ã 395 002 will cease to hold the office at the conclusion of the ensuing Annual General Meeting and are recommended for the reappointment.

The Company has received a certificate from the retiring auditors to the effect that the appointment if made, will be in accordance with the limits specified in section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ENERGY CONSERVATION

Information required u/s 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption are as per the Annexure forming part of this Report.

SAFETY HEALTH & ENVIRONMENT

Your company is committed to being proactive to Safety, Health and Environment. Continued safety awareness was maintained through several activities such as training, competitions, awards, etc. where there is high worker participation.

CORPORATE GOVERNANCE

A separate section on Corporate Governance containing all the information as mandated by the Listing Agreement is attached herewith and forms a part of this report.

Certificate from the Practicing Company Secretary of your Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is attached herewith and forms a part of the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters relating to business performance, as stipulated in Clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would take this opportunity to express their gratitude to the Government authorities, Institutions, business constituents and Shareholders for the faith, guidance and support to the Company during the year under review. Your Directors also wish to sincerely appreciate the spirit of dedication and commitment of all the employees during the year under review.

For and on behalf of the Board

Place : Palsana Ashok R. Jain Jivabhai A. Patel

Date :15.05.2010 Managing Director Chairman

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