Directors Report of Universal Starch-chem Allied Ltd.

Mar 31, 2024

Your directors have the pleasure in presenting the 51^st Annual Report of the Company along with audited statements of accounts for the year ended 31^st March 2024. The summarized financial results are given below:

(Rs. In Lacs.)

Particulars	2023-2024	2022-2023
Total Sales and Other Income	53,023	51,872
Profit before depreciation	1,501	1,319
Depreciation	579	509
(Loss) / Profit Before tax	922	810
Provision for taxation (Including Deferred & Current Tax)	224	220
(Loss) / Profit after tax	699	590
Less Income Tax Adjustment	132	05
Balance brought forward	2,317	1,722
Balance Carried forward to Balance Sheet	3,148	2,317

DIVIDEND:

The Board of Directors of Your Company, after considering holistically the relevant circumstances and keeping in view the Company has decided not to declare any dividend for the year.

PERFORMANCE REVIEW, BUSINESS AFFAIRS & OUTLOOK

Your Company''s total Sales and other income for the year amounting to Rs. 53,023 Lacs as compared to Rs. 51,872 Lacs of last year. The result for the year shows profit before Depreciation of Rs. 1,501 Lacs as against profit before depreciation of Rs. 1,319 Lacs in the previous year, net profit before tax is Rs. 922 Lacs as compared to a profit of Rs. 810 Lacs in the previous year. The increase in operating profit was due to market conditions. Further details of operation are given in the management discussion and analysis report which form part of this report.

With better raw material situation & reasonable prices of the maize crop, we are continuously optimistic about the current year. Your company continues its endeavor to expand into new export markets which will in turn increase the turnover further.

TRANSFER TO RESERVE:

No amount has been transferred to reserves during the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and rule made there under.

CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized or Paid Share Capital of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is as per the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company benefited immensely by their presence in the Board.

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Hansarani Ripudaman Singh Vaghela (DIN: 01468168) who retires by rotation and being eligible offers herself for re-appointment.

Subsequent to the end of financial year, the Board of Director upon the recommendation of Nomination & Remuneration Committee, appointed Dr. Jaysing Chandrasing Rajput (DIN: 00405232) with effect from July 15, 2024, Mr. Ravi Yadava (DIN: 00440585) with effect from August 16, 2024 and Mr. Ganesh Kumar Vishwanath (DIN: 10746168) with effect from August 16, 2024 as an Additional Non-Executive Independent Director on the Board of the Company.

Dr. Ashok Shah, Non-Executive Independent Director of the Company ceased to be Director w.e.f. 02^nd May, 2024 as he tendered resignation under section 168 of the Companies Act, 2013. The Directors place on record their deep appreciation for his valuable guidance and assistance received during his tenure as a Director and Member of various committees of the Directors of the Company.

Appointment of CFO: Pursuant to the provisions of section 203 of the Companies Act, 2013 and rules made thereunder, Mr. Arun Kumar Gupta appointed as Chief Financial Officer of the Company w.e.f 27^th May, 2023 and same has been approved by the Board of Directors of the Company in their meeting held on 27^th May, 2023.

Change in Designation of Mr. Jaykumar Jitendrasinh Rawal (DIN: 02261128) as Joint Managing Director with effect from 12^th August, 2023 for period of three years and same has been approved in the Board of Directors meeting held on 12^th August, 2023 and by the Member at the Annual General Meeting Held on 30^th September, 2023.

Re-appointment of Mrs. Nayankunwar Jitendrasinh Rawal (DIN: 03605134) as Whole Time Director with effect from 12^th August, 2023 for further period of three years and same has been approved in the Board of Directors meeting held on 12^th August, 2023 and by the Member at the Annual General Meeting Held on 30^th September, 2023.

As on 31^st March, 2024 Mr. Ashok N Kothary, Mr. Bindu Madhavan, Mrs. Sudha Ramesh Modi, Dr. Ashok Shah, and Mr. Vishal Thakkar all were Independent Directors of the Company. The above directors have given a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, each of these director fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the nonexecutive directors vis-a-vis the company during the year. Also, no payment, except sitting fees, was made to any of the nonexecutive directors of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Independent Director of the Company have submitted the declarations of independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services, infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent

Directors have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2023-24, four meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance Report forming part of the Boards'' Report.

STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEE, AND ITS DIRECTORS:

The Board of directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, transparency, adhering to good corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors on 30^th March, 2024, the performance of non-independent directors, the performance of the board as a whole, and the performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. The meeting also assessed the quality, quantity, and timelines of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes, and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of

Directors. The said policy is annexed as Annexure A to the Board''s Report. The said policy is also posted on the website of the Company.

www.universalstarch.com and its weblink is: https://www. universalstarch

INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

COMMITTEES OF THE BOARD:

The details pertaining to composition various Committees i.e Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS & AUDIT REPORTS:

i) Statutory Auditors:

M/s M B Agrawal & Co, Chartered Accountants appointed as Statutory Auditors of the company as per section 139 to hold office till the conclusion of the 54^th Annual General Meeting. In regard to the Company has received a Certificate from the Auditors to the effect that if appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

ii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Leena Agrawal & Co as secretarial auditor of the Company for the F.Y 2024-2025.

AUDIT REPORTS:

i) Independent Auditor''s Report does not contain any qualifications, reservations, or adverse remarks and the fair view of the financial statement is not affected. The audit report is enclosed as a part of this report.

ii) Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks which have any significant impact on the Company. The audit report is enclosed as a part of this report.

EXPLANATION AND COMMENTS BY THE BOARD ON DISCLAIMER MADE IN AUDITORS'' REPORT AND SECRETARIAL AUDITOR''S REPORT:

The Auditors’ Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks and the true and fair view of the financial statements is not affected.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the Policy are Strategic Risks, Financial Risks, Operational Risks and such other risk that may potentially affect the working of the Company. The risk management framework is supported by the Board of Directors, Management and the Audit Committee. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. At present, in the opinion of the Board of Directors, there are no risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The report on Corporate Social Responsibility activities carried out during the financial year 2023-24 is annexed herewith as "Annexure D" to this report.

LISTING WITH STOCK EXCHANGE:

At present, your Company’s securities are listed on:

BSE, Phiroze Jeejeehoy Towers, Dalal Street, Fort, Mumbai-400001, Code No. 524408.

VIGIL MECHANISM:

In pursuant to the provisions of Sections 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the Financial Year 2023 -2024 has been uploaded on the website of the Company www. universalstarch.com.

Link: https://www.universalstarch.com/copy-of-annual-

compliance-certificate

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished here under:

Sr. No	Name	Designation	Remuneration paid in FY 2023-24 (In Rs.)	Remuneration paid in FY 2022-23 (In Rs.)	Increase/ Decrease in remuneration from previous year (In Rs.)	% Increase/ Decrease in remuneration from previous year (In Rs.)	Ratio/Times per Median of employee remuneration
1	Mr. Jitendrasinh J. Rawal	Chairman & Managing Director	93,95,040	93,95,040	-	-	75.12
2	Mrs. Hansarani Vaghela	Whole-time Director (Works)	26,88,000	26,88,000	-	-	21.49
3	Mrs. Nayankuwar J. Rawal	Whole-time Director	10,51,354	5,37,600	5,13,754	95.56%	08.40
4	Mr. Subhash H Rajput	Whole-time Director	11,81,845	7,97,557	3,84,288	48.18%	09.44
5	Mr. Jaykumar J. Rawal	Joint Managing Director	57,44,517	40,32,000	17,12,517	42.47%	45.93
6	Mr. Nikhil Borana	Company Secretary (KMP)	7,50,000	1,42,500	-	-	05.99

The non- executive directors were paid only sitting fees of Rs. 4,16,700/- during the FY 2023-24.

*Mr. Jitendrasinh J. Rawal paid full remuneration for the FY 202324, as per terms and conditions approved by the shareholders in the AGM held on 29-09-2018 & 30.09.2021.

There were 384 permanent employees on the rolls of the Company as on 31^st March, 2024.

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 that the details of employees in receipt of remuneration in the aggregate not less than INR 1 crore and 2 lacs pa., if employed throughout the year or INR 8.50 lacs pm if employed for a part of the year during 2023-24

There are no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

CHANGES IN NATURE OF BUSINESS, IF ANY: During the year During the year under review there is no change in the nature of business of the Company.

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

The company has in place an Anti-Harassment policy in line

with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. The internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the company has not received any Sexual Harassment Complaints and no complaints are pending as of the end of financial year.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review, the Company has not issued any shares with differential voting rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME

During the year under review, no option under the ''Employee Stock Option Scheme was granted or vested to any employee or directors of the Company.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2023-24.

INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014-CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

b) Technology Absorption:

1. The Company has successfully implemented the procedures to improve the productivity, quality, energy saving, GMP and GHP.

The R & D Department is active in upgrading the technology of production of value added products through finely tuning the SOP.

The range of value added products have been widened to satisfy the specific applications in pharmaceutical, food and paper industry. The Company received GMP license from FDA (MS).

2. The Company implemented Pest Control schedules in the premises by M/s Pest Control (India)P. Ltd. Jalgaon. This is mandatory to maintain the hygiene Standards in the manufacturing and storage of products. The Pest control schedules resulted control on Total Bacterial Count (TBC) and Total Fungal Count (TFC) along with control of pathogens in finished products.

3. The Company established Air Handling Unit (AHU) at Microbiology Laboratory as the compliance of the mandatory requirements by FDA.

4. The Company has already established the following Projects:

Biomethanation Project, Co-Generation Power Plant, Wind Mill at Brahmanwel & Fly Ash Brick Making Project.

c) Foreign exchange earnings and outgo:

The details of foreign exchange earnings and outgo are detailed in Note No. 33 forming part of Accounts.

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

During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance practices mandated by Listing Regulations. The company has adopted the Code of Conduct which is also available on the

website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from Ms. Leena Agrawal partner of M/s. M B Agrawal & Co., Practising Chartered Accountant set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

DEVELOPMENT AND IMPLEMENTATION OF A MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

SECRETARIAL STANDARDS:

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year is given in Note 38 ofthe Financial Statements. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board. The said policy is posted on the website of the Company, www.universalstarch.com and its weblink https://www.universalstarch.com.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, The Shamrao Vithal Co-op.Bank Ltd.. Customers and our valued shareholders of their kind support, co-operation and guidance.

For and on behalf of the Board of Directors, Universal Starch Chem Allied Limited

Sd/-

Jitendrasinh J. Rawal

Place: Mumbai Chairman & Managing Director

Date: 10^th August, 2024 DIN: 00235016

---

Mar 31, 2023

Your directors have the pleasure in presenting the 50^th Annual Report of the Company along with audited statements of accounts for the year ended 31^st March 2023. The summarized financial results are given below:

(Rs. In Lacs.)

Particulars	2022-2023	2021-2022
Total Sales and Other Income	51,872	45,878
Profit before depreciation	1,319	2,011
Depreciation	509	432
(Loss) / Profit Before tax	810	1,580
Provision for taxation (Including Deferred & Current Tax)	220	436
(Loss) / Profit after tax	590	1,144
Income Tax Adjustment	05	(09)
Balance brought forward	1,722	587
Balance Carried forward to Balance Sheet	2,317	1,722

DIVIDEND:

The Board of Directors of Your Company, after considering holistically the relevant circumstances and keeping in view the Company has decided not to declare any dividend for the year.

PERFORMANCE REVIEW, BUSINESS AFFAIRS & OUTLOOK

Your Company''s total Sales and other income for the year amounting to Rs. 51,872 Lacs as compared to Rs. 45,878 Lacs of last year. The result for the year shows profit before Depreciation of Rs. 1,319 Lacs as against profit before depreciation of Rs. 2,011 Lacs in the previous year, net profit before tax is Rs. 810 Lacs as compared to a profit of Rs. 1,580 Lacs in the previous year. The increase in operating profit was due to market conditions. Further details of operation are given in the management discussion and analysis report which form part of this report.

With better raw material situation & reasonable prices of the maize crop, we are continuously optimistic about the current year. Your company continues its endeavor to expand into new export markets which will in turn increase the turnover further.

TRANSFER TO RESERVE:

No amount has been transferred to reserves during the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and rule made there under.

CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized or Paid Share Capital of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is as per the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company benefited immensely by their presence in the Board.

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Nayankunwar Jitendrasinh Rawal (DIN: 03605134) who retires by rotation and being eligible offers themself for re-appointment.

Change in Designation of Mr. Jaykumar Jitendrasinh Rawal (DIN: 02261128) as Joint Managing Director with effect from 12^th August, 2023 for period of three years and same has been approved in the Board of Directors meeting held on 12^th August, 2023 and placed for members approval.

Re-appointment of Mrs. Nayankunwar Jitendrasinh Rawal (DIN: 03605134) as Whole Time Director with effect from 20^th November, 2023 for further period of three years and same has been approved in the Board of Directors meeting held on 12^th August, 2023 and place for members approval.

Ms. Panchratna Rawal, Executive Independent Director of the Company ceased to be Director w.e.f. 22^nd October, 2022 as she tendered her resignation under section 168 of the Companies Act, 2013. The Directors place on record their deep appreciation for her valuable guidance and assistance received during her tenure as a Director and Member of various committees of the Directors of the Company.

Resignation of CFO: Mr. Dinesh Pathak has tendered his resignation from the post of Chief Financial Officer (CFO) of the Company with effect from 02^nd March, 2023., The Company and Board of Directors appreciate the valuable services rendered by him during his tenure.

Appointment of CFO: Pursuant to the provisions of section 203 of the Companies Act, 2013 and rules made thereunder, Mr. Arun Kumar Gupta appointed as Chief Financial Officer of the Company w.e.f 27^th May, 2023 and same has been approved by the Board of Directors of the Company in their meeting held on 27^th May, 2023.

Resignation of Company Secretary: Mrs. Chaitali Shinde has tendered her resignation from the post of Company Secretary of the Company with effect from 22^nd December, 2022.

Appointment of Company Secretary: Pursuant to the provisions of section 203 of the Companies Act, 2013 and rules made thereunder, Mr. Nikhil Borana appointed as Company Secretary of the Company w.e.f 13^th February, 2023.

Mr. Ashok N Kothary, Mr. Bindu Madhavan, Mrs. Sudha Ramesh Modi, Dr. Ashok Shah, and Mr. Vishal Thakkar all are existing Independent Directors of the Company. The above directors have given a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, each of these director fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the nonexecutive directors vis-a-vis the company during the year. Also, no payment, except sitting fees, was made to any of the nonexecutive directors of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Ashok Kothary (DIN 00811919), Mr. Bindumadhavan Venkatesh (DIN 01799569), Mr. Ashok Shah (DIN 00236555), Mrs. Sudha Modi (DIN 01633060) and Mr. Vishal Thakkar (DIN 05327900) Independent Directors of the Company have given their respective declaration as required under Section 149 (7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013 which were taken on record by the Board.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2022-23, four meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance Report forming part of the Boards'' Report.

STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEE, AND ITS DIRECTORS:

The Board of directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of Section 134 (3) (p) ofthe Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, transparency, adhering to good corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors on 31^st March, 2023, the performance of non-independent directors, the performance of the board as a whole, and the performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. The meeting also assessed the quality, quantity, and timelines of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes, and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors. The said policy is annexed as Annexure A to the Board’s Report. The said policy is also posted on the website of the Company.

www.universalstarch.com and its weblink is: https://www. universalstarch

INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

COMMITTEES OF THE BOARD:

The details pertaining to composition various Committees i.e Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS & AUDIT REPORTS:

i) Statutory Auditors:

M/s M B Agrawal & Co, Chartered Accountants appointed as Statutory Auditors of the company as per section 139 to hold office till the conclusion of the 54^th Annual General Meeting. In regard to the Company has received a Certificate from the Auditors to the effect that if appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

In accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

ii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Leena Agrawal & Co as secretarial auditor of the Company for the F.Y 2023-2024.

AUDIT REPORTS:

i) Independent Auditor''s Report contain qualifications, reservations, or adverse remarks and the fair view of the financial statement is not affected. The audit report is enclosed as a part of this report.

ii) Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. The audit report is enclosed as a part of this report.

EXPLANATION AND COMMENTS BY THE BOARD ON DISCLAIMER MADE IN AUDITORS'' REPORT AND SECRETARIAL AUDITOR''S REPORT:

The Auditors'' Report and Secretarial Auditor''s Report does not contain any qualifications, reservations or adverse remarks and the true and fair view of the financial statements is not affected.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk

jotted down in the Policy are Strategic Risks, Financial Risks, Operational Risks and such other risk that may potentially affect the working of the Company. The risk management framework is supported by the Board of Directors, Management and the Audit Committee. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. At present, in the opinion of the Board of Directors, there are no risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The report on Corporate Social Responsibility activities carried out during the financial year 2022-23 is annexed herewith as "Annexure D" to this report.

LISTING WITH STOCK EXCHANGE:

At present, your Company''s securities are listed on:

BSE, Phiroze Jeejeehoy Towers, Dalal Street, Fort, Mumbai-400001, Code No. 524408.

VIGIL MECHANISM:

In pursuant to the provisions of Sections 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 for the Financial Year 2022 - 2023 has been uploaded on the website of the Company www.universalstarch.com.

Link: https://www.universalstarch.com/copy-of-annual-

compliance-certificate

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished here under:

Sr. No	Name	Designation	Remuneration paid in FY 2022-23 (In Rs.)	Remuneration paid in FY 2021-22 (In Rs.)	Increase/ Decrease in remuneration from previous year (In Rs.)	% Increase/ Decrease in remuneration from previous year (In Rs.)	Ratio/Times per Median of employee remuneration
1	Mr. Jitendrasinh J. Rawal	Chairman & Managing Director	9395040	9395040	0	-	61.79
2	Mrs. Hansarani Vaghela	Whole-time director (Works)	2688000	2688000	-	-	19.68
3	Mrs. Nayankuwar J. Rawal Whole-time director		537600	537600	-	-	3.54
4	Mr. Subhash R Rajput	Whole-time director	797557	723864	73693	10.19	4.76
5	Mr. Jaykumar J. Rawal	Whole-time director	4032000	4032000	-	-	26.52
6	Mr. Nikhil Borana	Company Secretary (KMP)	142500	-	-	-	2.81

The non- executive directors were paid only sitting fees of Rs. 5,70,000/- during the FY 2022-23.

*Mr. Jitendrasinh J. Rawal paid full remuneration for the FY 2022-23, as per terms and conditions approved by the shareholders in the AGM held on 29-09-2018 & 30.09.2021. The percentage increase in remuneration is nominal which is due to increment.

There were 375 permanent employees on the rolls of the Company as on 31^st March, 2023.

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 that the details of employees in receipt of remuneration in the aggregate not less than INR 1 crore and 2 lacs pa., if employed throughout the year or INR 8.50 lacs pm if employed for a part of the year during 2022-23

There are no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of whom particulars are required to be furnished.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

CHANGES IN NATURE OF BUSINESS, IF ANY: During the year under review there is no change in the nature of business of the Company.

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

The company has in place an Anti-Harassment policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. The internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the company has not received any Sexual Harassment Complaints and no complaints are pending as of the end of financial year.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review, the Company has not issued any shares with differential voting rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME

During the year under review, no option under the ''Employee Stock Option Scheme was granted or vested to any employee or directors of the Company.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2022-23.

INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014-CONSERVATION OF

ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

b) Technology Absorption:

1. The Company has successfully implemented the procedures to improve the productivity, quality, energy saving, GMP and GHP.

The R & D Department is active in upgrading the technology of production of value added products through finely tuning the SOP.

The range of value added products have been widened to satisfy the specific applications in pharmaceutical, food and paper industry. The Company received GMP license from FDA (MS).

2. The Company implemented Pest Control schedules in the premises by M/s Pest Control (India)P. Ltd. Jalgaon. This is mandatory to maintain the hygiene Standards in the manufacturing and storage of products. The Pest control schedules resulted control on Total Bacterial Count (TBC) and Total Fungal Count (TFC) along with control of pathogens in finished products.

3. The Company established Air Handling Unit (AHU) at Microbiology Laboratory as the compliance of the mandatory requirements by FDA.

4. The Company has already established the following Projects:

Biomethanation Project, Co-Generation Power Plant, Wind Mill at Brahmanwel & Fly Ash Brick Making Project.

c) Foreign exchange earnings and outgo:

The details of foreign exchange earnings and outgo are detailed in Note No. 33 forming part of Accounts.

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

During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance practices mandated by Listing Regulations. The company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior

Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from Ms. Rasna Goyal partner of M/s. Leena Agrawal & Company, Practising Company Secretaries is set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

DEVELOPMENT AND IMPLEMENTATION OF A MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

SECRETARIAL STANDARDS:

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of

business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year is given in Note 38 ofthe Financial Statements. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board. The said policy is posted on the website of the Company, www.universalstarch.com and its weblink https://www.universalstarch.com

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, The Shamrao Vithal Co-op.Bank Ltd.. Customers and our valued shareholders of their kind support, co-operation and guidance.

For and on behalf of the Board of Directors, Universal Starch Chem Allied Limited

Sd/-

Jitendrasinh J. Rawal

Place: Mumbai Chairman & Managing Director

Date: 12^th August, 2023 DIN: 00235016

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 42nd Annual Report of the Company along with audited statements of accounts for the year ended 31st March 2015. The summarized financial results are given below:

Particulars 2014- 2015 2013- 2014

Sales (Gross) and Other Income 20808 19809

Profitbeforedepreciation 271 1182

Depreciation 473 473

(Loss)/ProfitBeforetax (202) 709

Provisionfortaxation(IncludingDeferred) 92 332

(Loss) / Profit after tax (110) 377

Less Short Provision for Taxation of - 4 Previous Years

Less Adjustement related to Fixed Assets (98) -

Balance brought forward 507 134

Balance Carried forward to Balance Sheet 299 507

DIVIDEND :

In view of loss during the year under review the Board of Directors do not recommend any dividend for the Financial year ended 31st March 2015.

PERFORMANCE REVIEW & BUSINESS OUTLOOK:

Your Company's Gross Sales for the year is Rs 20808 Lacs as compared to Rs. 19809 Lacs last year. The result for the year shows Loss before Depreciation of Rs. 271 Lacs as against profit before depreciation of Rs. 1182 Lacs in the previous year, net loss before tax is Rs. 202 Lacs as compared to Profit of Rs. 709 Lacs in the previous year. The decrease in operational profit was due to overall cost increase coupled with decrease in sales realisation. Further details of operation are given in the management discussion and analysis report which form part of this report.

The year 2015-2016 offers reasonably improved picture in terms of the growth in starch industry in comparison with previous years. Your company has entered into new export markets which will in turn increase the turnover further.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 Loss of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, Shri. Ashok N. Kothary (DIN 00811919), Shri. Dev Prakash Hemraj Yadava (DIN 00778976), Shri. Ashok C. Shah (DIN 00236555), Shri. Bindumadhavan Ranga Venkatesh (DIN 01799569) and Smt. Sudha Ramesh Modi (DIN 01633060) were appointed as independent directors at the annual general meeting of the Company held on 29th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Shri Sarvadamansingh R. Vaghela (DIN 00009741) appointed as a Director on 29th Septmber, 2010 at the 37th AGM of the Company tendered his resignation to the Board vide his letter dated 5/11/2014 and the Board accepted his resignation at the Board Meeting held on 8/11/2014. Board places on records its appreciation of the invaluable contribution and guidance provided by him.

The Director Shri. Vikrant J. Rawal (DIN 02440151) retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri. Jitendrasinh J. Rawal (DIN 00235016) was re-appointed, as a Chairman & Managing Director during the year subject to the approval of shareholders. At Sr No. 4 of the Notice, special resolution appointing him is put for members' approval. The Board recommends his appointment.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointment of Shri. Subramani Seetharaman, Chief Financial Officer as key managerial personnel of the Company was formalised on April 01,2015. Shri. AshokA. Baride stepped down from the position of ChiefFinancial Officer on March 31, 2015.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the non-executive directors vis-a vis the company during the year. Also, no payment, except sitting fees, was made to any of the non-executive directors of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

Shri. Ashok N. Kothary (DIN 00811919), Shri. Dev Prakash Hemraj Yadava (DIN 00778976), Shri. Ashok C. Shah (DIN 00236555), Shri. Bindumadhavan Ranga Venkatesh (DIN 01799569) and Smt. Sudha Ramesh Modi (DIN 01633060), Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 which were taken on record by the Board.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2014-15, four meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance forming part of the Boards' Report.

STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEE AND ITS DIRECTORS:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, transparency, adhering to good corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors on 14th March, 2015, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The meeting also assessed the quality, quantity and timelines of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013 and Clause 49 IV of the listing agreement entered in to with the Bombay Stock Exchanges, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors. The said policy is annexed as Annexure A to the Boards' Report.

INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

AUDIT COMMITTEE:

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

AUDITORS:

i) Statutory Auditors :

M/s. M.B. Agrawal & Co., Chartered Accountants (Firm Registration No. 100137W) were appointed to hold office from the conclusion of Forty-first Annual General Meeting of the Company to the the conclusion of Forty-fourth Annual General Meeting of the Company (subject to ratification of their appointment at every AGM) on such remuneration as may be fixed by the Board of Directors of the Company. They being eligible offer themselves for approval of their re-appointment from the conclusion of the Forty-second Annual General Meeting to the conclusion of Company's Forty-fourth Annual General Meeting as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

ii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s. Leena Agrawal & Co., Practising Company Secretary (Membership No. 19600, C.P. No. 7030) is enclosed as a part of this report.

EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 for the Financial Year 2014 - 2015 has been enclosed as "Annexure D " forming part of the Boards' Report.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S No Name Designation Remuneration paid in FY 2014-15

1 Shri. Jitendrasinh J. Rawal* Chairman & 5365699 Managing Director

2 Shri. Jaykumar J. Rawal Whole-time 2636453 Director (Business Development)

3 Shri. Gulabsing Chaudhary Whole-time 1011684 director (Works)

4 Shri. Ashok A. Baride Chief Financial 750000 (01/06/2014 - Officer (KMP) 31/03/2015)

5 Shri. Y. L. Sindhwad Company 618108 Secretary (KMP)

S No Name Remuneration Increase in paid in FY remuneration 2013-14 from previous year

1 Shri. Jitendrasinh J. Rawal* 5819950 -454251

2 Shri. Jaykumar J. Rawal 2790970 -154517



3 Shri. Gulabsing Chaudhary 711359 300325

4 Shri. Ashok A. Baride - NA (01/06/2014 - 31/03/2015)

5 Shri. Y. L. Sindhwad 545390 72718

S No Name Ratio / Time Per Median of Employees Remuneration

1 Shri. Jitendrasinh J. Rawal* 82.25

2 Shri. Jaykumar J. Rawal 39.46

3 Shri. Gulabsing Chaudhary 13.58

4 Shri. Ashok A. Baride (01/06/2014 - 31/03/2015)

5 Shri. Y. L. Sindhwad

* During the Financial Year 2014-15 excess remuneration amounting to Rs. 21.13 lac and Rs. 22.20 lac for the Financial Year 2012- 13 and 2013-14 respectively paid to Shri Jitendra Sinh J. Rawal, Chairman and Managing Director was recovered.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2014-15.

INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 - CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

b) Technology Absorption:

1 The Company has successfully implemented the procedures to improve the productivity , quality, energy saving, GMP and GHP. The R & D Department is active in upgrading the technology of production of value added products through finely tuning the SOP.

The range of value added products have been widened to satisfy the specific applications in pharmaceutical, food and paper industry. The Company received GMP license from FDA (MS).

2 The Company implemented Pest Control schedules in the premises by M/s Pest Control (India)P.Ltd. Jalgaon. This is mandatory to maintain the hygiene Standards in the manufacturing and storage of products. The Pest control schedules resulted control on Total bacterial Count (TBC) and Total Fungal Count (TFC) along with control of pathogens in finished products.

3 The Company established Air Handling Unit (AHU) at Microbiology Laboratory as the compliance of the mandatory requirements by FDA.

4 The Company has already established the following Projects:

Biomethanation Project, Co-Generation Power Plant,Wind Mill at Brahmanwel & Fly Ash Brick Making Project.

c) Foreign exchange earnings and outgo:

The details ofForeign exchange earnings and outgo are detailed in Note No. 44 to 46 forming part ofAccounts.

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

During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

CORPORATE GOVERNANCE :

Your Company has complied with the Corporate Governance practices mandated by Clause 49 of the Listing Agreement with the Stock Exchange. As per various amendments made in Clause 49 of the Listing Agreement, the company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from M/s. Leena Agrawal & Company, Practising Company Secretaries (Membership No. 19600, CP No. 7030) is set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year is given in Note 39 of the Financial Statements. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board. The said policy is posted on the website of the Company, www.universalstarch.com and its weblink is http://www.universalstarch.com

WIND MILL:

The Company has commissioned a Wind Power Project with effect from 30th March 2002, with an annual power generation capacity of around 14 Lacs units. In line with the Government notification, your Company is maintaining cost records of generation of electricity through this project.

FIXED DEPOSIT OUTSTANDING:

Fixed Deposits outstanding from the public and the shareholders as on 31st March 2015 aggregated to Rs. Lacs 144.07 as against 285.71 lacs at the end of the previous year. There are no deposits accepted during the year. No deposit remain unpaid or unclaimed during the year. The Board of Directors at their meeting held on 31st January, 2015 gave their permission to make an application to the Company Law Board pursuant to section 74(2) of the Companies Act, 2013 requesting for an extension of time for the repayment of deposits maturing for repayment during the FY 2015-16 and FY 2016-17 & approving the repayment of such Fixed Deposits and interest thereon on the dates on which such deposits fall due in the FY 2015-16 and FY 2016-17. Accordingly an application was made and is pending before the Company Law Board for its decision.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, The Shamrao Vithal Co-op.Bank Ltd.. Customers and our valued shareholders of their kind support, co-operation and guidance.

For and on behalf of the Board,

Jitendrasinh J. Rawal Managing Director

Place : Mumbai Date : 29.05.2015

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 41st Annual Report of the Company along with audited statements of accounts for the year ended 31st March 2014. The summarized financial results are given below:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales (Gross) and Other Income 19809 18223

Profit before depreciation 1182 130

Depreciation 473 468

Profit / Loss before tax 709 (338)

Provision for taxation Including

Deferred and FBT 332 (102)

Profit / Loss after tax 377 (236)

Less Short Provision for Taxation of 4 13

Previous Years 4 13

Balance brought forward 134 383

Balance Carried forward to Balance 507 134 Sheet

DIVIDEND :

In order to conserve the resources the Board of Directors do not recommend any dividend for the year ended 31st March 2014.

OPERATIONAL RESULTS :

Your Company''s Net Sales for the year amounting to Rs 17190 Lacs as compared to Rs. 16458 Lacs of last year. The result for the year shows Profit before Depreciation of Rs. 1182 Lacs as against Rs. 130 Lacs in the previous year, however net Profit before tax is of Rs. 709 Lacs as compared to Net loss Rs. 338 Lacs in the Previous Year. The increase in operational Profit was due to increase in Sales and realisation completed with cost central.

CORPORATE GOVERNANCE :

Your Company has complied with the Corporate Governance practices mandated by Clause 49 of the Listing Agreement with the Stock Exchange. As per various amendments made in Clause 49 of the Listing Agreement, the company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from the Leena Agrawal & Company, Practising Company Secretaries is set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

DIRECTORS :

The Directors Shri. Jaydeosinh J. Rawal (DIN 01681151) retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board confirms that it has the required number of Independent Directors as envisaged under Section 149(4) of the Act. Shri. Ashok N Kothary (DIN 00811919), Shri Devprakash Hemraj Yadava (DIN 00778976) and Shri Bindu Madhavan (DIN 01799569) who constitute the Independent Directors and have filed the requisite declarations with the Company as per Section 149(7) of the Act to the effect that they qualified as Independent Directors within the meaning of Section 149(6) of the Act. Appropriate Resolutions are being proposed at the forthcoming Annual General Meeting to appoint them for a five year term as contemplated under Section 149(10) of the Act.

Shri G.K. Vishwanath resigned from the Board on 30-05-2014 due to his other pre occupation. The Director place on record their appreciation of the contribution made by Shri G.K. Vishwanath during his tenure as a director.

Smt Sudha R. Mody was appointed as an additional independent director during the year & appropriate resolution appointing her as a director is put for member approval. The Board recommend the appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors, Based on the representations received from the operating Management confirm that:

(I) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as on 31st March 2014 and of the profit of the company for the year ended 31st March 2014.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual accounts have been prepared on a going-concern basis.

WIND MILL:

The Company has commissioned a Wind Power Project with effect from 30th March 2002, with an annual power generation capacity of around 14 Lacs units. In line with the Government notification, your Company is maintaining cost records of generation of electricity through this project.

AUDITORS:

M/s. M.B.Agrawal & Co., Chartered Accountants (Firm Registration No. 100137W) of the Company, retire at the forthcoming Annual General Meeting. They offer themselves for re-appointment from the conclusion of the Forty-first Annual General Meeting to the conclusion of Company''s Forty-fourth Annual General Meeting as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

COST AUDITORS:

Pursuant to Section 233 B of the Companies Act, 1956, the Central Government has prescribed cost audit of the company to the products produced by the company. The Board of Directors have appointed Mr. S.C. Mawalankar & Associates as the cost auditor for the year 2013-14.

FIXED DEPOSITS :

Fixed Deposits from the public and the shareholders as on 31st March 2014 aggregated to Rs.285.71 lacs as against Rs.289.35 lacs at the end of the previous year. There are no deposits which have been claimed but not paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO.

Information in accordance with Clause (e) of the Sub-Section (1) of Section 217 of the Companies Act, 1956, relating to the Technology Absorption / Energy Conservation / Foreign Exchange Earnings & Outgo read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 and forming part of the Director''s Report for the year ended 31st March 2014 is enclosed with this report.

PARTICULARS OF EMPLOYEES :

There is no employee falling under the purview of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975.

LISTING DETAILS :

At present, your Company''s securities are listed on :

The Bombay Stock Exchange, Phiroze Jeejeehoy Towers, Dalal Street, Fort, Mumbai - 400 001, Code No.524408.

The Company has paid the annual listing fees to the above Stock Exchange for the Financial year 2013 - 2014.

For and on behalf of the Board,

Jitendrasinh J. Rawal Chairman and Managing Director

Place: Mumbai Date:30.05.2014

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Mar 31, 2013

The Directors have pleasure in presenting the 40th Annual Report of the Company along with audited statements of accounts for the year ended 31st March 2013. The summarized financial results are given below:

(Rs. in Lacs) Particulars 2012 – 2013 2011 – 2012

Sales (Gross) and Other Income 18223 17429

Profit before depreciation 130 88

Depreciation 468 412

Loss before tax 338 324

Provision for taxation Including (102) (42)

Deferred and FBT

Loss after tax 236 282

Less Short Provision for Taxation of 13

Previous Years

Balance brought forward 383 665

Balance Carried forward to Balance 134 383 Sheet

DIVIDEND :

In view of loss during the year under review the Board of Directors do not recommend any dividend for the Financial year ended 31st March 2013.

OPERATIONAL RESULTS :

Your Company''s Net Sales for the year amounting to Rs 16458 Lacs as compared to Rs. 15708 Lacs of last year. The result for the year shows Profit before Depreciation of Rs. 130 Lacs as against Rs. 88 Lacs in the previous year, however net Loss before tax is of Rs.338 Lacs as compared to Rs. 324 Lacs in the Previous Year. The increase in operational Profit was due to increase in Sales however net Loss was increased mainly on account of Depreciation.

CORPORATE GOVERNANCE :

Your Company has complied with the Corporate Governance practices mandated by Clause 49 of the Listing Agreement with the Stock Exchange. As per various amendments made in Clause 49 of the Listing Agreement, the company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from the Leena Agrawal & Company, Practising Company Secretaries is set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

DIRECTORS :

The Directors Shri. Vikrant J. Rawal and Shri. Bindu Madhavan retire at the ensuing Annual General Meeting and being eligible ofer themselves for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors, Based on the representations received from the operating Management confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of afairs of the company as on 31st March 2013 and of the (loss) of the company for the year ended 31st March 2013.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual accounts have been prepared on a going- concern basis.

WIND MILL :

The Company has commissioned a Wind Power Project with efect from 30th March 2002, with an annual power generation capacity of around 14 Lacs units. In line with the Government notification, your Company is maintaining cost records of generation of electricity through this project.

AUDITORS :

The Auditors M/s M.B. Agrawal & Co. Chartered Accountants, retire at the ensuing Annual General meeting. The retiring Auditors have confirmed eligibility for reappointment. The Audit Committee recommends their reappointment.

COST AUDITOR :

Pursuant to Section 233 B of the Companies Act, 1956, the Central Government has prescribed cost audit of the company to the products produced by the company. The Board of Directors have appointed the cost auditor for the year 2012-13.

FIXED DEPOSITS :

Fixed Deposits from the public and the shareholders as on 31st March 2013 aggregated to Rs.289.35 lacs as against Rs.168.20 lacs at the end of the previous year. There are no deposits which have been claimed but not paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO.

Information in accordance with Clause (e) of the Sub-Section (1) of Section 217 of the Companies Act, 1956, relating to the Technology Absorption / Energy Conservation / Foreign Exchange Earnings & Outgo read with the Companies ( Disclosures of particulars in the report of Board of Directors ) Rules, 1988 and forming part of the Director''s Report for the year ended 31st March 2013 is enclosed with this report.

PARTICULARS OF EMPLOYEES :

There is no employee falling under the purview of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees ) Rules, 1975.

LISTING DETAILS :

At present, your Company''s securities are listed on :

The Bombay Stock Exchange, Phiroze Jeejeehoy Towers, Dalal Street, Fort, Mumbai – 400 001, Code No.524408. The Company has paid the annual listing fees to the above Stock Exchange for the Financial year 2012 – 2013.

ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, The Shamrao Vithal Co-op. Bank Ltd. Customers and our valued shareholders of their kind support, co-operation and guidance. For and on behalf of the Board,

Place : Mumbai. Jitendrasinh J. Rawal

Date: 29th May, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 39th Annual Report of the Company along with audited statements of accounts for the year ended 31st March 2012. The summarized financial results are given below:

(Rs. In Lacs.)

Particulars 2011-2012 2010-2011

Sales (Gross) and Other Income 17287 12909

Profit / (Loss) before depreciation 88 741

Depreciation 412 330

Profit / (Loss) before tax (324) 411

Provision for taxation (Including (42) 210 Deferred & FBT)

Profit / ( Loss) after tax (282) 201

Balance brought forward 665 538

Profit available for appropriations 383 739

Appropriations :

Proposed Equity Dividend - 42

Corporate Dividend Tax - 7

Transfer to General Reserve - 25

Balance Carried forward 383 665

DIVIDEND :

In view of loss during the year under review the Board of Directors do not recommend dividend for the financial year 2011-2012.

OPERATIONAL RESULTS :

Your Company's Net Sales for the year amounted to Rs. 15728 Lacs as compared to Rs. 11808 lacs of last year. The result for the year shows net Loss after tax of Rs.(282) Lacs as compared to profit of Rs. 201 Lacs in the Previous Year. The operational Loss was due to increase in cost of raw materials plus other cost increase as compared to last year. Further details of operation are given in the management discussion and analysis report which forms part of this report.

CORPORATE GOVERNANCE :

Your Company has complied with the Corporate Governance practices mandated by Clause 49 of the Listing Agreement with the Stock Exchange. As per various amendments made in Clause 49 of the Listing Agreement, the company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from the Auditors is set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

DIRECTORS :

The Directors Shri. Dev Prakash Yadava and Shri. G.K. Vishwanath retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

With regret we would like to state that our Director Shri. Jagdish Varshneya was ceased to be director on account of his death on 18.11.2011. The board appreciates his valuable guidance and co- operation received during his tenure.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors, Based on the representations received from the operating Management confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as on 31st March 2012 and of the (loss) of the company for the year ended 31st March 2012.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual accounts have been prepared on a going-concern basis.

WIND MILL:

The Company has commissioned a Wind Power Project with effect from 30th March 2002, with an annual power generation capacity of around 14 Lacs units. In line with the Government notification, your Company is maintaining cost records of generation of electricity through this project.

AUDITORS:

The Auditors M/s M.B. Agrawal & Co. Chartered Accounts, retire at the ensuing Annual General meeting. The retiring Auditors have confirmed eligibility for reappointment. The Audit Committee recommends their reappointment.

FIXED DEPOSITS :

Fixed Deposits from the public and the shareholders as on 31st March 2012 aggregated to Rs.168.20 lacs as against Rs.66.67 lacs at the end of the previous year. There are no deposits which have been claimed but not paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO.

Information in accordance with Clause (e) of the Sub-Section (1) of Section 217 of the Companies Act, 1956, relating to the Technology Absorption / Energy Conservation / Foreign Exchange Earnings & Outgo read with the Companies ( Disclosures of particulars in the report of Board of Directors ) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March 2012 is enclosed with this report.

PARTICULARS OF EMPLOYEES :

There is no employee falling under the purview of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees ) Rules, 1975.

LISTING DETAILS :

At present, your Company's securities are listed on :

The Bombay Stock Exchange, Phiroze Jeejeehoy Towers, Dalal Street, Fort, Mumbai - 400 001, Code No.524408.

The Company has paid the annual listing fees to the above Stock Exchange for the Financial year 2012 - 2013.

ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, The Shamrao Vithal Co-op.Bank Ltd.. Customers and our valued shareholders of their kind support, co-operation and guidance.

For and on behalf of the Board,

Place : Mumbai Jitendrasinh J. Rawal

Date : 9th August, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Thirty Seventh Annua/ Report of the Company along with audited statements accounts for the year ended 31st March 2010. The summarized financial results are given below : (Rs. In Lacs.)

Particulars 2009-2010 2008-2009

Total Income ( Gross ) 9212 8126

Profit / (Loss) before depreciation 519 (70)

Depreciation 314 301

Profit / (Loss) before tax 205 (371)

Provision for taxation (Including 180 (98) Deferred & FBT)

Profit / ( Loss) after tax 25 (273)

Balance brought forward 537 810

Profit available for appropriations 563 537

Appropriations :

Proposed Equity Dividend 21 -

Corporate Dividend Tax 4 -

Transfer to General Reserve

Balance Carried forward 538 537



DIVIDEND :

The Profit after tax stands at Rs 25 Lacs as compared to Loss of Rs.(273) Lacs last year. The Board of Directors recommend payment of Rs.0.50 per equity share of Rs.10/- each (i.e. @ 5%) for the year ended 31 st March 2010.

OPERATIONAL RESULTS :

Your Companys Net Sales for the year amounted to Rs. 8445 Lacs as compared to Rs.7404 lacs of last year. The result for the year shows net Profit after tax of Rs. 25 Lacs as compared to net Loss after tax of Rs. (273) Lacs in the Previous Year. The operational Profit was due to higher sales as well as of better realizations as compared to last year.Further details of operation are given in the management discussion and analysis report which form part of this report.

CORPORATE GOVERNANCE :

Your Company has complied with the Corporate Governance practices mandated by Clause 49 of the Listing Agreement with the Stock Exchange. As per various amendments made in Clause 49 of the Listing Agreement, the company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from the Auditors is set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

DIRECTORS :

The Directors Shri. Vikrant J .Rawal & Shri Bindu Madhavan retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr.R.T.Bandodkar, a director of the company since January 2004, who retires by rotation at the ensuing Annual General Meeting has conveyed his decision not to offer himself for appointment. The Directors place on record their appreciation of the contribution made by Mr.R.T.Bandodkar during his tenure as Director of the Company.

Shri Sarvadamansingh R.Vaghela was appointed as an additional director during the year and he holds the position till this Annual General Meeting. At Sr.No. 6 of the notice, resolution appointing him as a director is put for members approval. The Board recommends his appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as on 31 st March 2010 and of the profit of the company for the year ended 31st March 2010.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual accounts have been prepared on a going-concern basis.

WIND MILL:

The Company has commissioned a Wind Power Project with effect from 30th March 2002, with an annual power generation capacity of around 14 Lacs units. In line with the Government notification, your Company is maintaining cost records of generation of electricity through this project.

AUDITORS:

The Auditors M/s M.B. Agrawal & Co. Chartered Accountants, retire at the ensuing Annual General meeting. The retiring Auditors have confirmed eligibility for reappointment. The Audit Committee recommends their reappointment.

FIXED DEPOSITS :

Fixed Deposits from the public and the shareholders as on 31st March 2010 aggregated to Rs.63.47 lacs as against Rs.115.17 lacs at the end of the previous year. There are no deposits which have been claimed but not paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO.

Information in accordance with Clause (e) of the Sub-Section (1) of Section 217 of the Companies Act, 1956, relating to the Technology Absorption / Energy Conservation / Foreign Exchange Earnings & Outgo read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2010 is enclosed with this report.

PARTICULARS OF EMPLOYEES :

There is no employee falling under the purview of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975.

LISTING DETAILS :

At present, your Companys securities are listed on :

The Bombay Stock Exchange, Phiroze Jeejeehoy Towers, Dalai Street, Fort, Mumbai - 400 001, Code No.524408.

The Company has paid the annual listing fees to the above Stock Exchange for the Financial year 2010 - 2011.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, SICOM, The Shamrao Vithal Co-op.Bank Ltd., Customers and our valued shareholders for their kind support, co-operation and guidance.

For on behalf of the Board,

Place : Mumbai Jitendrasinh J. Rawal Date : 12th August 2010 Chairman&Managing Director