Directors Report of Polymechplast Machines Ltd.

Mar 31, 2024

Your Directors have pleasure to present the 37^th Annual Report of the Company together with the Audited Financial Statements and Auditors’ Report for the financial year 2023-24.

1. STATE OF COMPANY’S AFFAIRS INCLUDING SUMMARY / HIGHLIGHTS:-

The standalone and consolidated Financial Statements for the F.Y. ended 31^st March, 2024 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“Act”) and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Company’s performance during the F.Y. under review as compared to the previous F.Y. is summarized below:

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	5904.35	6922.09	5904.35	6922.09
Other Income	66.15	62.99	66.15	62.99
Total Income	5970.50	6985.09	5970.50	6985.09
(Less): Total Expenses	(5862.99)	(6778.74)	(5856.99)	(6778.74)
Profit / (Loss) Before Tax & Exceptional Items	107.50	206.34	113.50	206.34
(Less): Exceptional items	(0.00)	(0.00)	(0.00)	(0.00)
Profit / (Loss) Before Tax	107.50	206.34	113.50	206.34
Add/(Less): Tax Expense:
(i) Current Tax	(55.62)	(33.31)	(55.62)	(33.31)
(ii) Deferred Tax	27.41	(9.56)	27.41	(9.56)
(iii) Income Tax Adjustments Relating to Earlier Year	(0.12)	(8.55)	(0.12)	(8.55)
Profit / (Loss) After Tax	79.17	154.92	85.17	154.92
(Less): Share of Associate’s Loss	-	-	(12.92)	(1.25)
Net Profit / (Loss) After Tax & Share of Associate’s Loss	79.17	154.92	72.25	153.68

During the year, your Company has recorded a Total Income of Rs. 5970.50 Lakhs as compared to that of the previous year which was Rs. 6985.09 Lakhs. Accordingly, the Profit after tax of the Company was Rs. 107.50 Lakhs as compared to the Profit after tax of the previous year of Rs. 206.34 Lakhs.

2. TRANSFER TO RESERVES:-

The Company is not required to transfer any amount to its Reserves. Hence, no amount is transferred to Reserves.

3. DIVIDEND:-

Your Directors have pleasure to recommend a Dividend at a rate of 10% i.e. Rs. 1/- per Equity Share amounting to Rs. 56,01,710/- for the financial year ended 31^st March, 2024, subject to approval of Members at the 37^th Annual General Meeting (AGM) of the Company, in accordance with the Dividend Distribution Policy (“Policy”) of the Company. The Policy is available on the website of your Company at www.polymechplast. com.

4. DEPOSITS:-

During the year under review, the Company has not accepted or renewed any deposit from the public falling within the ambit of section 73 of the Companies Act 2013 (‘the Acf) and the Companies (Acceptance of Deposits) Rules, 2014.

5. CHANGE IN BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL:-

During the year under review, Mrs. Asmani Ailush Surve has been appointed as Non-Executive Independent Director of the Company w.e.f. 11^th August, 2023.

As on 31^st March, 2024, the Board of your Company consisted of Five (5) Directors as follows:

I. Mr. Mahendrabhai Ravjibhai Bhuva Chairman & Managing Director

II. Mr. Himmatlal Parshottambhai Bhuva Whole Time Director

III. Mr. Ashokkumar Natwarlal Shah Independent Director

IV. Mrs. Hemangini Devesh Pathak# Independent Director

V. Mrs. Asmani Ailush Surve Independent Director

• The Board of Directors in its Meeting held on 27^th May, 2024 took note of Cessation of Mrs. Hemangini Devesh Pathak (DIN: 00054624) as a Director of the Company in view of completion of her term as an Independent Director of the Company w.e.f. 28^th May, 2024.

The Board on the recommendation and approval received from Nomination & Remuneration Committee, has approved the re-appointment of Mr. Mahendrabhai Ravjibhai Bhuva (DIN: 00054562) as Managing Director of the Company for a period of three (3) years, commencing from 1^st June, 2024 to 31^st May, 2027, at its Meeting held on 27^th May, 2024, subject to approval of Members as ensuing General Meeting.

Mr. Himmatlal Parshottambhai Bhuva (DIN: 00054580), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors has further approved the recommendation of Nomination & Remuneration Committee for the Appointment of Mr. Chirag Sureshbhai Shah (DIN: 10688506) as an Additional Director to hold office upto ensuing Annual General Meeting as well as Independent Director not liable to retire by rotation the term of five years with effect from 12^th August, 2024.

Further, the Board of Directors at its Meeting held on 12^th August, 2024 have taken on record the completion of term of Mr. Ashokkumar Natwarlal Shah (DIN: 06977676) as an Independent Director w.e.f. 28^th September, 2024 pursuant to Section 149(11) of the Companies Act, 2013 read with Regulation 25(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Mr. Sitaram Lokhande was appointed as Chief Executive Officer of the Company w.e.f. 8^th February, 2024.

Ms. Vaishali Punjabi was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 28^th May, 2024.

Mrs. Gauri Bapat resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 5^th June, 2024.

6. DECLARATION FROM INDEPENDENT DIRECTORS:-

The Company has received Declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules framed thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and formulated by the Company; and

• they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act, and the rules framed thereunder and are independent of the management.

7. CORPORATE GOVERNANCE:-

Since the Net Worth of the Company exceeded Rs. 25 Crores for the financial year ended 31^st March, 2023, Corporate Governance provisions were applicable to the Company for the financial year ended 2023-24 in terms of Regulation 15(2) of the Listing Regulations.

The Company believes in adopting best practices of Corporate Governance. Corporate Governance Principles are enshrined in the spirit of the Company, forming its core values. The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company.

The Company is committed to the Code of Conduct which articulates values and ideals that guide and govern the conduct of the Company as well as its employees in all matters relating to business. The Company’s overall governance framework, systems and processes reflect and support its Mission, Vision and Values. The Company’s governance guidelines cover aspects mainly relating to the composition and role of the Board, Chairman and Directors, Board diversity etc. of the Board.

Report on Corporate Governance for F.Y. 2023-24 forms part of this Annual Report.

Certificate of Corporate Governance and Non-Disqualification of Directors, issued by Secretarial Auditor of the Company is attached to the Corporate Governance Report forming part of Annual Report.

8. MEETINGS OF BOARD OF DIRECTORS:-

Nine (9) Meetings of the Board of Directors were held during the financial year 2023-24. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of the composition of the Board and its Committees and of the meeting held, attendance of the Directors of such meetings and other relevant details are provided in the Corporate Governance Report.

9. BOARD EVALUATION:-

Pursuant to the provisions of Section 134 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and the Listing Regulations, annual evaluation of the performance of the Board, its Committees and of Individual Directors was undertaken.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management, presence at the Board meeting, general meetings and inputs in the discussion of the meeting and decision taking power, roles played as per their designation in the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31^st March, 2024 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care have been taken for 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) the internal financial controls laid down are properly followed and are adequate and operating effectively;

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

11. SHARE CAPITAL:-

During the year under review, the Authorized Share Capital of the Company of Rs. 7,50,00,000/-(Rupees Seven Crore Fifty Lakhs only) divided into 75,00,000 equity shares of 10/- each and the Paid-up Capital of the Company of Rs. 5,60,17,100/- (Rupees Five Crore Sixty Lakhs Seventeen Thousand One Hundred Only) divided into 56,01,710 equity shares of 10/- each continued to be the same and accordingly, there was no change in the Share Capital.

12. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES:-(i) SWEAT EQUITY SHARES:

During the year, the Company has not issued Sweat Equity Shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to reported.

(ii) EMPLOYEE STOCK OPTIONS:

The Company has not issued any Employee Stock Options during the year. Hence, details as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to reported.

(iii) EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any Equity Shares with Differential Rights as to the Dividend or Vote during the year. Hence, details as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to reported.

13. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT:-

Since the Company has not made any voluntary revision of Financial Statements or Board’s Report during the year under review, detailed reasons for the same pursuant to the proviso to Section 131 of the Act are not required to reported.

14. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND fIEPFI:-

During the year under review, there was no unpaid/unclaimed amount to be transferred to Investor Education & Protection Fund (IEPF) pursuant to provisions of Section 125 of the Act.

15. RELATED PARTY TRANSACTIONS:-

Your Board endeavors that all contracts/arrangements/transactions entered into by the Company during the financial year with related parties are in the ordinary course of business and on an arm’s length basis only.

During the year under review, all the transactions with related parties were placed before the Audit Committee for its approval. All the transactions with related parties entered into during the year under review were at an arm’s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder.

The particulars of Contracts/arrangements with related parties as referred in Section 188 of the Act in the prescribed form AOC-2 forms part of this Report.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

17. RATIO OF DIRECTORS’ REMUNERATION TO MEDIAN EMPLOYEES’ REMUNERATION AND OTHER DISCLOSURES:-

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

During the year, none of the employees received remuneration in excess of the prescribed limit in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

18. AUDITORS AND AUDITORS REPORT:-(A) STATUTORY AUDITORS:-

The Company at its 35^th AGM held on 30^th September, 2022 appointed M/s. CNK & Associates LLP, Chartered Accountants, Vadodara, as Statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of 35^th AGM until the conclusion of 40^th AGM of the Company to be held in 2027.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March, 2024. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The said Auditors’ Report for the financial year ended 31^st March, 2024 on the financial statements of the Company forms part of this Annual Report.

(B) INTERNAL AUDITORS:-

M/s. K R & Associates, Chartered Accountants, Vadodara, have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules and regulations, made thereunder, for the Financial Year 2024-25 by the Board of Directors, upon recommendation of the Audit Committee.

(C) SECRETARIAL AUDITORS:-

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, were appointed as the Secretarial Auditors of the Company for the F.Y. 2024-25, for auditing secretarial and related records of the Company.

The Secretarial Audit Report in form MR-3 for the Financial Year 2023-24 is annexed to this Report.

(D) COST AUDITORS:-

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor as specified by the Central Government under Section 148(1) of the Act and rules framed thereunder.

19. EXPLANATION(S) / COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) / ADVERSE REMARKS / DISCLAIMER BY THE AUDITORS IN THEIR REPORT:-

There was neither any qualification / reservation / adverse remarks nor any disclaimer either in the Report of Statutory Auditors or Secretarial Auditors in their draft report and accordingly, no explanation/comment of the Board is required.

20. REPORTING OF FRAUDS:-

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The information on Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as follows:

(A) CONSERVATION OF ENERGY:

• Installation of Solar Photo Voltic system helps in conservation of energy. This will also help in minimizing Electricity Expenses.

• Regular steps have been taken to improve energy consumption by using LED lights in office premises.

(B) TECHNOLOGY ABSORPTION:

• Since the Company has not imported technology, the Company has no information to offer in respect of Technology absorption.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

• During the year under review, actual inflow and actual outflow of foreign exchange was Rs. 1,68,98,599/- and Rs. 2,69,32,622/- respectively.

22. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

The Audit Committee regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in accounting policies and practices, if any.

23. CORPORATE SOCIAL RESPONSIBILITY fCSRI:-

Since the Company does not fall in any of the criteria mentioned in Section 135(1) of the Act, provisions of Section 135 of the Act and Rules framed thereunder relating to Corporate Social Responsibility are not applicable to the Company. Hence, no details in this regard have been furnished.

24. AUDIT COMMITTEE:-

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. Further details on the Audit Committee and its terms of reference etc. have been furnished in Corporate Governance Report.

25. NOMINATION AND REMUNERATION COMMITTEE:-

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of the Listing Regulations. The Committee determines overall Company’s Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and Senior Management of the Company as well as sitting fees to the NonExecutive Directors of the Company and also to approve payment of remuneration to Managing Director and Whole Time Directors as decided by the Members of the Company and recommends to the Board of Directors for their consideration and approval. The Committee has developed criteria for determining the qualification, positive attributes and independence of Directors and for making payments to Executive and Non- Executive Directors. The details of meetings and their attendance are included in the Corporate Governance Report. The remuneration policy of the Company can also be seen at the website of the Company i.e. www.polymechplast.com.

26. STAKEHOLDERS RELATIONSHIP COMMITTEE:-

The composition of the Stakeholders’ Relationship Committee (SRC) is in line with the Section 178 of the Act and Regulation 20 of the Listing Regulations. The Committee looks after the Investors’ Grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite action(s) to redress the same. The details of meetings and their attendance are included in Corporate Governance Report.

27. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for Employees including Directors of the Company to report genuine concerns and unethical behavior directly to the Chairperson of the Audit Committee. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per the Listing Regulations.

The Vigil Mechanism/Whistle Blower Policy is available on the Company’s website www.polymechplast.com. During the year under review, there were no instances of whistle blowers.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaint Committee is in place and the Company has already maintained an internal policy to prevent women’s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

• No. of Complaints received : NIL

• No. of Complaints disposed : NIL

29. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:-

Pursuant to the provisions of Regulation 34 of the Listing Regulations, the Management’s Discussion and Analysis Report capturing your Company’s performance, industry trends and other material changes with respect to your Company forms part of this Report.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

The Search was conducted by GST Department on 6^th August, 2024. As of now, the Company has not received any show cause notice/interim order. Hence, the Company is neither aware of any violation, if any nor its consequent financial impact. However, the operations of the Company has continued in due course."

31. STATEMENT OF COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:-

In terms of clauses of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors effective from 01.10.2017), your Directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

32. RISK MANAGEMENT:-

In today’s economic environment, Risk management is a very important and integral part of the Company’s strategy and for the achievement of our long-term goals. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

Your Company‘s risk management is embedded in the business processes. Your company has identified the certain risk like price risk, uncertain global economic environment, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by leveraging on their expertise and experience. Every step has taken to adhere to the risk evaluation and reduction before every crucial business decisions.

However, the Company is not required to constitute Risk Management Committee under Regulation 21 of the Listing Regulations.

33. CHANGE IN THE NATURE OF BUSINESS:-

There was no change in the nature of the business of the Company during the year.

34. INSURANCE:-

Your Company has taken appropriate insurance for all assets against foreseeable perils.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

36. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

Your Company has 2 (Two) Associate Companies as on 31^st March, 2024 namely-

(i) TBC-GoldCoin Private Limited (CIN: U28230GJ2023PTC143514) and

(ii) Pramukh Medical Devices Private Limited (CIN: U33309GJ2020PTC116373).

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014, a statement containing salient features of the financial statements of the Company’s Associate Company in form AOC-1 forms part of this Report.

Your Company does not have any Joint Venture or Subsidiary Company as on 31^st March, 2024.

37. CREDIT RATING:-

No Credit Rating has been done by the Company during the year.

38. EXTRACT OF ANNUAL RETURN:-

Pursuant to the provisions of Section 92 and 134 of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company for the financial year ended on 31^st March, 2024 is available on the Company’s website www. polymechplast. com.

39. CEO / CFO CERTIFICATION:-

In terms of Regulation 17(8) of the Listing Regulations, the Compliance Certificate duly certified by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) reporting the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial year ended 31^st March, 2024 forms the part of Corporate Governance Report.

40. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from Managing

Director as required under Schedule V of the Listing Regulations, 2015 has been received by the Board, forms the part of Corporate Governance Report.

41. DISCLOSURE REGARDING PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016:-

During the year under review, your Company has neither made any Application nor are any Proceedings pending under the Insolvency and Bankruptcy Code (IBC), 2016.

42. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:-

During the year under review, your Company was not required to do any Valuation while taking Loan from the Banks or Financial Institution.

43. ACKNOWLEDGEMENT: -

Your Directors would like to express their gratitude to the esteemed Shareholders for their trust and confidence in the Management of the Company. They would also like to place on record their sincere appreciation for the continued co-operation, guidance, support, and assistance extended by Bankers, Customers, Suppliers, Local Authorities, Business Associates, Auditors, Consultants, Financial Institutions, Government and Non-Government Agencies, and various other Stakeholders.

The Directors appreciate and value the contribution made by every Members of the Company. Your Directors also wish to place on record their appreciation for the committed services by the Executives, Staff and Employees of the Company.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Board's Report of your Company together with the Financial Statements of your Company for the financial year ended 31st March, 2015

1) FINANCIAL & OPERATIONAL RESULTS :

PARTICULARS 2014-15 2013-14 (Rs) (Rs-)

Profit/(Loss) Before Depreciation, Exceptional Items and Tax (65,33,610) 45,32,866

(Less): Depreciation (28,97,035) (22,44,273)

Profit/(Loss) before exceptional items and Tax Before Tax (94,30,645) 22,88,593

Add/(Less): Exceptional items

Litigation Settlement Expenses - (3,63,000)

Insurance claim on loss of stock 40,28,289 -

Interest on insurance claim & reimbursement of expense receivable 1,24,17,230 -

Profit/(Loss) before tax 70,14,874 19,25,593

Add/(Less):TAX EXPENSES:

(i) Current Tax (16,33,206) (6,16,257)

MAT Credit entitlement - 2,49,335

(ii) Deferred Tax 2,72,705 (1,23,999)

NETPROFIT/(LOSS) FOR THE YEAR 56,54,373 14,34,672

Add/(Less): Adjustment relating to fixed assets (5,85,804) -

Add/(Less): BALANCE BROUGHT FORWARD 2,11,56,648 1,97,21,976

PROFIT/(LOSS) CARRIED FORWARD TO BALANCE SHEET 2,68,11,021 2,11,56,648

STATE OF COMPANY'S AFFAIRS :

During the year under review, total income of Rs. 23,43 crores as against Rs. 23.62 Crores in the previous year shows marginal reduction of about 0.83% Net profit of Rs.56,54,373 during the year under review as against Rs. 14,34,672 in the previous year is mainly due to exceptional income of insurance claim on loss of stock previous year as well as interest on insurance claim and reimbursement of expenses thereon in spite of operational loss mainly due to increased work in progress which could not be converted into sale as also increased financial cost.

DIVIDEND

By keeping in view, long term interest of the Company, your Directors do not recommend any dividend.

SHARE CAPITAL

During the year under review, the Company has neither bought back its share nor issued any shares either by way of Bonus, Right, Stock Options, Sweat Equity, with differential rights or otherwise.

INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend, the Company was not required to transfer any amount to Investor Education & Protection Fund during the year under review the, pursuant to Section 125 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

No material change and commitment affecting the financial position of the Company have occurred between the period of end of financial year to which this financial statement relates and the date of this report and hence not reported.

EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information as per Annexure - A.

MEETING OF THE BOARD OF DIRECTORS DURING THE YEAR

During the Financial Year 2014-15, Nine meetings of the Board of Directors of the Company were held.

DIRECTORS'RESPONSIBILITY STATEMENT

pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that

i. Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts;

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profit & Loss of the Company for the period;

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

iv. Your Directors have prepared the annual accounts on a going concern basis.

v. Your Directors have laid down internal financial controls which are adequate & effectively operational.

vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and effectively operations.

AUDITORS AND THEIR REPORT

M/s Parikh Mehta & Associates, Chartered Accountants, Vadodara were appointed as Statutory Auditors to hold office upto the conclusion of 30th Annual General Meeting by the members of the Company at their Annual General Meeting held on 29th September, 2014. The Company has received requisite certificate and consent from them you are requested to ratify their appointment and fix remuneration.

There are no qualification or adverse remarks in the Auditors' Report. The Notes on financial statements are self- explanatory, and needs no further explanation.

SECRETARIAL AUDITORS AND THEIR REPORT

The Company has appointed M/s Devesh Vimal & Co. Practising Company Secretaries as Secretarial Auditors. Their report is annexed as per Annexure-B. There is no qualification, reservation, adverse remark or disclaimer in the report.

LOANS. GUARANTEES AND INVESTMENTS

The company has not given any guarantees or securities covered under the provisions of section 186 of the Companies Act, 2013('the Act').

However, the aggregate of loans and advances granted as also investments are within the limits of Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, the disclosure in form AOC-2 is not applicable.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO.:

Information on conversation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule8(3) of the Companies(Accounts) Rules, 2014 is enclosed as per Annexure -C.

RISK MANAGEMENT

The Company is engaged in formulation or Risk Management Policy.

DIRECTORS and KMP

During the current financial year the following changes have occurred in the constitution of directors of the company:

S. Name Designation Date of No. Appointment

1. Mr. Devesh A. Pathak Independent - Director

2. Mr. V. V. Vachhrajani Independent - Director

3. Mr. Jayeshkumar Independent 29/09/2014 Harshadray Pathak Director

4. Mr. Ashokkumar Independent 29/09/2014 Natwarlal Shah Director

5. Mr. Dinesh CFO 29/09/2014 Kishanchand Punjabi

6. Mrs. Jayati Bhaduri Secretary 29/09/2014



S. Name Date of cessation Mode of Cessation No.

1. Mr. Devesh A. Pathak 29/05/2014 Resignation

2. Mr. V. V. Vachhrajani 29/05/2014 Resignation

3. Mr. Jayeshkumar - - Harshadray Pathak

4. Mr. Ashokkumar - - Natwarlal Shah

5. Mr. Dinesh - - Kishanchand Punjabi

6. Mrs. Jayati Bhaduri - -

DEPOSITS:

The Company has not accepted / renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

MEDIAN EMPLOYEE DETAILS

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member-on request.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

CORPORATE GOVERNANCE

In view of paid up equity capital and Net worth of the Company is lesser than Rs.10 crores and Rs. 25 crores respectively, Clause-49 of the Listing Agreement is not mandatorily applicable and accordingly, neither Corporate Governance Report nor certificate is included in the Annual Report.

INDEPENDENT DIRECTORS AND DECLARATION

Mrs. H. D. Pathak, Mr. J. H. Pathak and Mr. A. N. Shah have been appointed as the Independent Directors of the Company pursuant to Section 149(10) of the Companies Act, 2013 on 29th September, 2014 for a term of 5 consecutive years on the Board of the Company.

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration committee pursuant to section 178(1) of the Act and accordingly formulated the policy on directors Appointment and Remuneration.

REMUNERATION POLICY

Remuneration to Executive Directors:

The detail of remuneration paid to Executive Directors are provided in the Extract of Annual Return i.e. Form No. MGT-9 as per Annexure-A.

Remuneration to Non Executive Directors:

Non Executive Directors are paid remuneration by way of Sitting Fees for each meeting of the Board and Committee of Directors attended by them.

Name of the Director Position held in Category of the Director the Committee

Mr. Ashokkumar Shah Chairman Non Executive Independent Director

Mr. Jayeshkumar Pathak Member Non Executive Independent Director

Mrs. Hernangini Pathak Member Non Executive Independent Director

COST AUDIT

There is no requirement for Cost Audit as the Company does not fulfill the criteria for the same.

VIGIL MECHANISM

* As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has been engaged in formulation of Vigil Mechanism for Directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee.

ORDER OF COURT

No significant or material order was passed by any regulator, court or tribunal impacting the going concern status or Company's operations in future during the year under review.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees(permanenet, contractual, temporary, trainees) are covered under this policy.

The summary of sexual harassment complaints received and disposed off during the financial year 2014-2015 is as under:

- Number of Complaints Received : NIL

- Number of Complaints Disposed off : NIL

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearnace for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as code of business conduct" which forms an Appendix to the Code.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work, place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management have been given appropriate training in this regard.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In view of no mandatory applicability of Clause 49 of the Listing Agreement with the Stock Exchanges in India, Management Discussion & Analysis Report as stipulated under Clause 49 of the Listing Agreement is not included.

ACKNOWLEDGEMENT

Your directors take opportunity to express their gratitude to government, bankers, advisers, employees and shareholders for their valuable support and co-operation.

FOR AND ON BEHALF OF THE BOARD

Date : 29-05-2015 K. R. Bhuva Place : Vadodara Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Seventh Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2014.

11 FINANCIAL AND WORKING RESULTS :

ENDED ON ENDED ON PARTICULARS 31.03.2014 31.03.2013 (Rs.) (Rs.)

Total Income 236270841 20972552

Profit Before Taxation & Depreciation 4169866 5424443

(Less):- Depreciation andamortization (2244273) (2378593) expense

Profit Before Tax 1925593 3045850

(Less): Deferred Tax (123999) (190757)

(Less): Current Tax (366922) (614178)

Profit After Taxation 1434672 2240915

Add: Balance Brought forward 19721976 14781061

BALANCE CARRIED TO BALANCE SHEET 21156648 19721976

1. YEAR IN RETROSPECT:-

During the year under review, your Company has exhibited growth in its total income by about 12.66%. However, net profit after taxation has reduced by about 35.98% in view of turbulent market, inflationary pressures and especially rising input price which could not be fully passed on to the customers.

2. FUTURE PROSPECTS:

(i) Up gradation of Product line:

The Company has developed new machine model under " TW Series" for the market of Thin wall product.

(ii) Consolidation of marketing strength:

(a) The Company is in process of opening branch office at Chandigarh in addition to office at New Delhi in Northern Region.

(b) The Company has already appointed representative in Chennai, to strengthen marketing base in Southern Region especially in Tamilnadu and Kerala.

(c) The Company has increased workforce in marketing to boost up Export Market.

(d) The Company has planned to participate in the most coveted plastic exhibition at NEW DELHI i.e. PALSTINDIA-15 in the month of February, 2015.

(iii) Pending Orders:-

The Company has generally pending orders of average value of Rs. 6 crores on hand. Having regard to above, your Directors are optimistic of growth in its turnover by 30% to 35%.

(4) Deposits:

The Company has not accepted any deposits within the meaning of Companies (Acceptance of Deposits) Rules, 1975

(5) Dividends:

By keeping in view, long term interest of the Company, your Directors do not recommend any dividend for the year under review.

(6) EXPORTS:

During the year under review, the Company has attained export of Rs. 25410668/- as against Rs. 12969239/-

(7) Particulars of Employees:

There was no employee drawing remuneration of Rs. 60,00,000 p.a. or Rs. 5,00,000 p.m. for the part of the year or more and hence no particulars have been furnished as prescribed under Section 217(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees Rule, 1975)

(8) Energy, Technology, Absorption and Foreign Exchange:

information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217 (1)(E)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and forms part of this report.

(9) Directors' Responsibility Statement:

(I) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departures, if any, while preparing the Annual Accounts.

(II) Your Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period.

(III) Your Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(IV) Your Directors have prepared the Annual Accounts on a going concern basis.

(10) Directorate:

Mr. H. P. Bhuva retires at the ensuing Annual General Meeting and being eligible, offer himself for his reappointment as retiring Directors. Mr. DeveshA. Pathakand Mr. V. V. Vachcharajani have resigned from the Directorship of the Company with effect from 29th May, 2014 in view of their pre occupation. The Company has received notice for the appointment of Mrs. Hemangini D. Pathak, pursuanttothe Company Act.,2013.

(11) Auditors:

M/s. Parikh Mehta & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General meeting. The Company has received consent and requisite certificate from M/s Parikh Mehta & Associates, Chartered Accountants for the purpose of their reappointment, you are requested to reappoint them as Statutory Auditors from the conclusion of 27th Annual General Meeting up to the conclusion of 30th Annual General Meeting, subject to the ratification at every Annual General Meeting pursuant to Section 139 and other provisions, applicable if any of the companies Act, 2013 and fix their remuneration.

(12) Acknowledgments:

Your Directors wish to thank the Bank, Government Authorities, Customers, Suppliers and shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions, made by all the employees to the operations of the Company during the year.

FOR AND ON BEHALF OF THE BOARD

Date : 29-5-2014 K. R. Bhuva Place : Vadodara Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2013.

1) FINANCIAL AND WORKING RESULTS :

ENDED ON ENDED ON PARTICULARS 31.03.2013 31.03.2012 (Rs) (Rs.)

Total Income 209725552 242328190

Profit Before Taxation & Depreciation 5424443 9135482

(Less):-Depreciation (2378593) (2226027)

Profit Before Tax 3045850 6909455

(Less): Deferred Tax (190757) (759789)

(Less): Current Tax (614178) (1445337)

Profit After Taxation 2240915 4704329

Add: Balance Brought forward 17481061 12776744

BALANCE CARRIED TO BALANCE SHEET 19721976 17481073

(2) YEAR IN RETROSPECT:

In view of turbulent market, inflationery pressures and consequent drop in Income to Rs. 20,972,552 from Rs. 242,328,190 compared to previous year, operating profit of the Company has reduced to Rs,22.41 lacs from Rs. 47.05 lacs in the previous year ended 31 st March, 2012.

(3) FUTURE PROSPECTS:

(i) Upqradation of Product line:

The company has developed new machine model under" Leo Series" as per market demand. (ii) Consolidation of marketing strength:

(a) Branch office at Bangalore has been fully operational enabling the Company to consolidate its marketing strength in South Region too.

(b) The Company has increased its workforce at Bangalore region office which would enable the Company to enhance its marketing strength domestically & globally,

(c) The Company has Participated in exhibitions at IPLEX 2013 at Chennai and Plant Show 2013 at Vapi, and shall also participate in Plastivision Scheduled to be held in December 2013 at Mumbai. The Company shall display its major products there. It would go a long way in boosting marketability of our products.

(iii) Pending orders :

The Company has pending orders of about Rs. 7 crores on hand.

(4) DEPOSITS :

The Company has accepted / renewed fixed deposits in compliance with the Companies (Acceptance of Deposits) Rules, 1975.

(5) DIVIDENDS:

By keeping in view, long terms interest of the Company, your Directors do not recommend any dividend for the year under review.

(6) EXPORTS :

During the year under review, the Company has attained export of Rs. 26,622,232/- as against Rs. 38,851,768/-

(7) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs. 60, 00,000 p. a. or Rs. 5,00,000 p. m. for the part of the year or more and hence no particulars have been furniohed as prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rule, 1975)

(8) ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section - 217 (1) (E) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and forms part of this report.

(9) DIRECTORS'' RESPONSIBILITY STATEMENT :

(I) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departures, if any, while preparing the Annual Accounts.

(II) Your Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period.

(III) Your Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) Your Directors have prepared the Annual Accounts on a going concern basis.

(10) DIRECTORATE :

Mr. M. R. BHUVA and Mrs. H. D. PATHAK retire at the ensuing Annual general Meeting and being eligible, offer themselves for their reappointment as retiring Directors.

(11) AUDITORS :

M/s. PARIKH MEHTA & ASSOCIATES, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made would be within the limit of Section 224 (1) (b) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

(12) ACKNOWLEDGMENTS :

Your Directors wish to thank the Bank, Government authorities, Customers, Suppliers and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions, made by all the employees to the operations of the Company during the year.

FOR AND ON BEHALF OF THE BOARD

Date : 29-5-2013 K. R. Bhuva

Place : Vadodara Chairman & Managing Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

1)FINANCIAL AND WORKING RESULTS :

ENDED ON ENDED ON PARTICULARS 31.03.2012 31.03.2011 (Rs.) (Rs.)

Total Income 242328190 255933955

Profit Before Taxation &

Depreciation 9135482 18954277

(Less):-Depreciation (2226027) (1817317)

Profit Before Tax 6909455 17136960

Add/(less): Deferred Tax (759789) (184754)

(Less): Provision for Taxation (1445337) (2800000)

(Less): Litigation Settlement Exp. NIL (3367573)

(Less): Prior year adjustment NIL NIL

Profit After Taxation 4704329 10784633

Add: Balance Brought forward 12776744 1992111

BALANCE CARRIED TO BALANCE SHEET 17481073 12776744

(2) YEAR IN RETROSPECT:

In spite of turbulent market world over as well as inflationary pressure including inability to fully pass on increase in input cost to the customers, total income of the Company has dropped only marginally of about 5.32%. Moreover, the Company has earned higher operating profit of Rs. 47.04 lacs for the year ended 31st March, 2012 as against Rs. 20.26 lacs (excluding extraordinary profit of Rs. 87.59 lacs out of sales of assets) for the previous year ended 31st March, 2011.

(3) FUTURE PROSPECTS:

(i) Upgradation of Product line:

The Company has upgraded its product line (a) by adapting to servo power technology in its process enabling its customers to have substantial savings in their electrical consumption and consequent reduction in power bill. Customers have started placing orders showing preference for upgraded product line. (b)The Company has also carved out its market of bigger size machines. Positive impact of the same in the turnover and profitability is likely to be witnessed in the years to come.

(ii) Consolidation of marketing strength:

(a) Branch office at Bangalore has been fully operational enabling the Company to consolidate its marketing strength in South Region too.

(b) The Company has increased its workforce at Mumbai region office which would enable the Company to enhance its marketing strength domestically & globally,

(c) The Company would participate in lnplas'12 Exhibition at Kolkata 2012 ranking No. 3 in India and display its major products there. It would go a long way in boosting marketability of our products.

(iii) Pending orders :

The Company has pending orders of about Rs. 7 crores on hand.

(4) AUDITORS REPORT:

Note-23 of " Notes to Financial Statements" is self explanatory in respect of Auditors Remark in Clause4(d) of their Report relating to AS-29 (Provisions, Contingent Assets and Liability)

The Company has accepted / renewed fixed deposits in compliance with the Companies (Acceptance of Deposits) Rules, 1975.

(6) DIVIDENDS:

By keeping in view, long terms interest of the Company, your Directors do not recommend any dividend for the year under review.

(7) EXPORTS :

During the year under review, the Company has attained export of Rs. 38851768/- as against Rs. 84,11,818/-

(8) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs. 60, 00,000 p. a. or Rs. 5,00,000 p. m. for the part of the year or more and hence no particulars have been furnished as prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rule, 1975)

(9) ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section -217 (1) (E) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and forms part of this report.

(10) DIRECTORS' RESPONSIBILITY STATEMENT :

(I) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departures, if any, while preparing the Annual Accounts.

(II) Your Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period.

(III) Your Directors have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) Your Directors have prepared the Annual Accounts on a going concern basis.

(11) DIRECTORATE :

Mr. H. P. BHUVA and Mr. V. V. Vachcharajani retire at the ensuing Annual general Meeting and being eligible, offer themselves for their reappointment as retiring Directors.

(12) AUDITORS :

M/s. PARIKH MEHTA & ASSOCIATES, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made would be within the limit of Section 224 (1) (b) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

(13) ACKNOWLEDGMENTS :

Your Directors wish to thank the Bank, Government authorities, Customers, Suppliers and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions, made by all the employees to the operations of the Company during the year.

FOR AND ON BEHALF OF THE BOARD

Date : 29-5-2012 K. R. Bhuva

Place : Vadodara Chairman & Managing Director