Directors Report of Vinyoflex Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company and the Audited Financial Accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL SUMMARY

The Board''s Report shall be prepared based on the stand alone audited financial statements of the company.

FINANCIAL PERFORMANCE

The financial performance for the year ended on 31st March 2024 is summarized as under:			(Rs. In Lakhs)
	Particulars	31/03/2024	31/03/2023
	Revenue From Operations including other income	4604.78	5611.87
	Profit and loss before interest, Depreciation & taxation	594.15	533.63
	Less: Interest & Financial Expenses,	(52.3)	(30.73)
	Depreciation	(45.86)	(37.17)
	Profit Before Taxation	495.99	465.73
	Less: Provisions for Taxation	(122.00)	(115.50)
	Add: Deferred Tax Liability (Liability)	(6.20)	(4.07)
	Excess Provision for earlier years	0.38	0.55
	Net Profit / (Loss) Available	368.17	346.71

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has earned revenue from operation of Rs. 4604.78 Lakh compared to previous year revenue of Rs.5611.87 and Net Profit after Tax Rs. 368.17 Lakh compared to previous year Net Profit after Tax of Rs. 346.70 Lakh.

Company has Increased Net Profit after Tax of Rs. 21.47 Lakh compared to previous year profit. Your company hopes to increase its presence in the business in whole market in the coming years, and also its profitability.

DIVIDEND:

In view of the Company''s profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2023-24.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was Rs. 2590.45 lakhs.

TAXATION:

Provision for taxation/taxation of Rs. 122.00 lakhs on company income has been made after considering taxable profit of the company.

CREDIT RATING

The Company has zero debt; hence no rating has been obtained from any rating agencies during the year.

REVIEW OF BUSINESS OPERATION AND FUTURE OUTLOOK

The Company is focusing to achieve its growth track in current sluggish market situation.

RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company''s business systems and processes, such that our responses to risks remain current and dynamic.

OPPORTUNITIES AND THREATS

The Company has enhanced its production capacity, these would be not fully utilized presently but it''s catering to demand rise in future. The demand growth and recovery in market situation can achieve Company''s target and utilize maximum of its capacity.

The higher inflation rate resulting in higher interest rate and hike in raw material price may adversely affect your Company''s financial performance.

RISK FACTORS

Your Company regularly monitors the various risks associated with its business. The Company is identifying, minimizing and mitigating the risks and same are reviewed periodically. The Company has formed Risk Management Process attempts to provide confidence to the shareholders that the Companies risks are known and well-managed. Your Company has identified the major risks for its operations are:

(1) Economic Risks (2) Industrial Risks.

The Risk mitigation process reviewed by Audit and Risk Management Committee of your company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY :

No changes in the business of the company occurred during the year under review

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates.

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:

There is no any prosecution on company and on its Directors during the financial year.

DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF LOAN GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT 2013:

No loans or investments were given / made during the financial year under section 186 of the Companies Act 2013. The company has not given any Corporate Guarantees in respect of any loans during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. - ANNEXURE A

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Company, through its own, independent Internal Audit Department carries out periodic audits based on the annual audit plan approved by the Audit Committee, and inter alia, tests the design, adequacy And operating effectiveness of the internal controls. Significant observations including recommendation for improvement of business processes are reviewed by the Management before reporting to the Audit Committee, which reviews the Internal Audit reports, and monitors the implementation of audit recommendations.

INSURANCE

The assets of the company including building, plant & machinery, stocks, etc. wherever necessary and to the extent required have been adequately insured against various risk.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

The company treats its all manpower as a valuable assets and growth of the company is possible only through entire workforce working in the company. The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES:

There are no Employees drawing remuneration to which section 197 read with Rule 5 (2) of Companies (Appointment & Remuneration) Rules, 2014 applies.

CORPORATE GOVERNANCE CERTIFICATE:

The board of directors is considering the importance of Corporate Governance; your company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirement set out by Companies Act 2013 and SEBI.

A certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed herewith ANNEXURE B

CEO & CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the listing agreement/regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO & CFO Certificate for preparation of financial statements etc., is forming part of corporate Governance report annexed to this report. ANNEXURE C

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 6 (SIX) on 07.04.2023, 24.05.2023, 04.08.2023, 01.09.2023, 06.11.2023 and 31.01.2024 times during the financial year.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Vinodkumar Khimji Tilva becomes the Chairperson of the Company. Mrs. Nila Uday Tilva continued as an executive Director and Women Director of the company.

Mrs. Nila Uday Tilva who retires from the Board by rotation, and being eligible, offer herself for re-appointment.

Due to advanced age and health issues, Mr. Mansukhlal Premjibhai Patel has resigned as an executive director and CEO of the Company. With effect from 29^th July 2024.

Mr. Rahul Mansukhbhai Patel has been appointed as an executive director and CEO of the company. With effect from 29^th July 2024.

B) Formal Annual Evaluation:

A formal evaluation mechanism is in place for evaluating the performance of the Board, the Committees thereof, individual Directors and the Chairman of the Board. The evaluation was done based on the criteria which includes, among others, providing strategic perspective, Chairmanship of Board and Committees, attendance and preparedness for the meetings, contribution at meetings, effective decision making ability, role of the Committees etc. The Directors expressed their satisfaction with the evaluation process.

DECLARATION OF INDEPENDENT DIRECTORS:

Definition of Independence of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges, Company Manual and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:-

1. Mr. SANJIVKUMAR VASANTBHAI CHANIARA

2. Mr. KHUSHAL NARENDRA BARMEDA

3. Mr. JASMINBHAI KANTILAL CHAPALA

MANAGERIAL REMUNERATION:

Remuneration (includes PF, Bonus and leave encashment) paid to Managing Director and Directors amount of Rs. 4.20 lakhs during the year 2023-24 was within the limit prescribed under the companies Act 2013.

AUDIT COMMITTEE:

Audit Committee:

The composition of the Audit Committee and details of the meetings as attended by the Members of the Committee are as given below:

Name	Designation
Mr. Khushal Narendra Barmeda	Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara	Non Executive (Independent)
Mr. Jasminbhai Kantilal Chapala	Non Executive (Independent)
Mrs. Nila Uday Tilva	Executive Director
Mr. Rahul R. Khokhar	Secretary

The minutes of the Audit committee is noted and considered by the Board of directors at the subsequent Board meetings. The Audit Committee met 4 times during the year under review NOMINATION AND REMUNERATION COMMITTEE:

Name	Designation
Mr. Khushal Narendra Barmeda	Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara	Non Executive (Independent)
Mr. Jasminbhai Kantilal Chapala	Non Executive (Independent)

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Committee met 4 times during the year. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name	Designation
Mr. Khushal Narendra Barmeda	Non Executive (Independent) (Chairman)
Mr. Sanjivkumar Vasantbhai Chaniara	Non Executive (Independent)
Mr. Jasminbhai Kantilal Chapala	Non Executive (Independent)
Mr. Mansukhlal Patel	Executive Director

The Committee met 1 time during the year.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has in place a whistle blower policy, to support the Code of Business Ethics.

STATUTORY AUDITORS

M/s. Bhavin Associates, Chartered Accountants having Membership No. 043796 (Firm Registration No: 0101383W) had been appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company held for FY-2020-21 till the conclusion of sixth Annual General Meeting of the company to be held for the FY 2025-26 and that the Board of Directors had been authorized to fix such remuneration as agreed upon between the Auditors and the Board of Directors. They have confirmed their eligibility for F.Y 2024-25 under section 141 of companies Act, 2013, and the rules framed thereunder.

AUDITORS'' REPORT

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

SECRETARIAL AUDIT REPORT:

Pursuant to provision of section 204 (1) of the Companies Act 2013, the board has appointed Mr. Chetan D. Shah, Company Secretary in whole time Practice (Mem.No.5131), as the Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31^st March 2024 is annexed herewith to this report in the prescribed format (MR-3). The observations of Secretarial Auditor in their report are self-explanatory and do not require further explanation. ANNEXURE D

EXTRACT OF THE ANNUAL RETURN:

The Company is not required to prepare an extract of the annual return in Form No. MGT - 9 as per provision of Section 92 of the Companies Act, 2013. Hence, it shall not form part of the Board''s report.

WEB LINK OF ANNUAL RETURN:

As per the provisions of section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the FY 2023-24 is placed on the website of the Company and weblink for the same is http:// www.vinyoflex.com.

SHARE CAPITAL:

Your company has not issued any equity shares during the year under review.

Share Capital of the Company Mention in Following Manner.

Authorized share capital				(Amount in Rs.)
	Types of Shares	Number of shares	Nominal value	Total amount
	Equity Shares	50,00,000	10 Each	5,00,00,000
	Preference shares	Nil	Nil	Nil
	Other Securities	Nil	Nil	Nil
Subscribed Capital		(Amount in Rs.)
	Types of Shares	Number of shares	Nominal value	Total amount
	Equity Shares	43,19,000	10 Each	4,31,90,000
	Preference shares	Nil	Nil	Nil
	Other Securities	Nil	Nil	Nil
Issued Capital			(Amount in Rs.)
	Types of Shares	Number of shares	Nominal value	Total amount
	Equity Shares	43,19,000	10 Each	4,31,90,000
	Preference shares	Nil	Nil	Nil
	Other Securities	Nil	Nil	Nil
Paid up Capital			(Amount in Rs.)
	Types of Shares	Number of shares	Nominal value	Total amount
	Equity Shares	43,19,000	10 Each	4,31,90,000
	Preference shares	Nil	Nil	Nil
	Other Securities	Nil	Nil	Nil

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: ANNEXURE E

The information pertaining to conservation of energy, technology absorption, foreign Earning and outgo as required under section 134 (3)(m)of the companies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rule 2015 is attached to this report. ANNEXURE E

CORPORATE SOCIAL RESPONSIBILITY:

Since the company does not fall in the criteria mentioned in Section 135(1) of the Companies Act, 2013, the said provisions do not apply to our company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE 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, there has been no one time settlement of loans taken from Banks and Financial Institutions.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

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

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

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

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

GREEN INITIATIVES:

Electronic copies of the Annual Report 2023-24 and Notice of the 31^st Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository participant(s) and Registrar& Share Transfer Agent as on 30.08.2024. The requirements of sending physical copy of the Notice of the AGM and Annual Reports to the Members have been dispensed with vide said MCA Circulars and SEBI Circular dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023. Additionally, the Notice of the AGM and the Annual Report are also being uploaded on the website of the Company www.vinyoflex.com.

For members who have not registered their email addresses, physical copies of the Annual Report 2023-24 and the Notice of the Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode after payment of such fees as may be decided by board of directors from time to time

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

ACKNOWLEDGEMENTS:

The Directors thank the Company''s employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

---

Mar 31, 2015

To,

The Members,

The Directors have pleasure of presenting their 22nd ANNUAL REPORT on the business and operations of the company and the accounts for the financial Year ended on 31st March 2015

1. Financial summary or highlights/Performance of the Company:

The Board's Report shall be prepared based on the stand alone financial statement of the company.

FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2015 is summarized as under:

(In Rs.)

Particulars 31/03/2015 31/03/2014

Profit/Loss before Depreciation, Interest Taxes 27689122 21294717

Less: Financial cost 5096224 4789515

Depreciation 2918965 3056239

Profit before Tax 19673933 13448963

Provisions for Taxation 6825000 4770000

Add: Deferred Tax Liability (Net) 1287524 410079

Add: Tax Adjustments of 7360 22222

Profit for the Year 14129097 9066820

Add. Balance brought from previous Year 45478679 36411859

Balance Carried to Balance Sheet 56802533 45478679

2. Dividend:

In view of the Company's profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2014-2015.

3. Brief description of the Company's working during the year/State of Company's affair: Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 3219.51 Lacs and Net Profit After Tax Rs. 141.29 Lacs compare to pervious year sales of Rs. 3317.52 Lacs and net profit After Tax of Rs. 90.67 Lacs. Company has increased Net Profit After Tax of Rs. 50.62 Lacs compared to Previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

4. Change in the nature of business, if any : No CHANGE

5. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There is no any material Changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates.

6. Details of significant and material orders passed by the regulators of courts of tribunals impacting the going concern status and company's operations in future:

There is no any prosecution on company and on its Directors during the financial year.

7. Details in respect of adequacy of internal financial controls with reference to the financial Statements:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal Control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected. The Company, through its own, independent Internal Audit Department carries out periodic audits based on the annual audit plan approved by the Audit Committee, and inter alia, tests the design, adequacy And operating effectiveness of the internal controls. Significant observations including recommendation for improvement of business processes are reviewed by the Management before reporting to the Audit Committee, which reviews the Internal Audit reports, and monitors the implementation of audit recommendations.

8. Deposits:

The details relating to deposits, covered under Chapter V Of the Act,-

(a) accepted during the year;: NIL

(b) remained unpaid or unclaimed as at the end of the year; NIL

(c) whether there has been any default in repayment of deposit or payment of interest of interest theron during the year and if so, number of such cases and the total amount involved -

(i) at the beginning of the year;- NIL

(ii) maximum during the year;-NIL

(iii) at the end of the year;-NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

9. Statutory Auditors:

M/s. Gadhia Karachiwala & Co, Chartered Accounts having firm Reg No. 102887W, who are the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Gadhia Karachiwala & co have indicated their willingness to act as such and have confirmed that their re-appointment, if made, would be within the limits of Section 141 (3) (g) of the Companies Act, 2013.

10. Auditor's Report:

The explanations or comments by the Board on every qualification, reservation or adverse remark of disclaimer made by the auditor in his report shall be given.

11. Share Capital:

Share capital of the company mention in following manner.

Authorised share capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 50,00,000 10 Each 5,00,00,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

Subscribed Capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 43,19,000 10 Each 4,31,90,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

Issued Capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 43,19,000 10 Each 4,31,90,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

Paid up Capital (Amount in Rs.)

Types of Shares Number of Nominal Total Shares Value Amount

Equity Shares 43,19,000 10 Each 4,31,90,000

Preference shares Nil Nil Nil

Other Securities Nil Nil Nil

12. Extract of the annual return:

The extract of the annual return in form No. MGT - 9 shall form part of the Board's report: ANNEXURE A

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo :ANNEXUREB

14. Directors:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013, Mr. Mansukhalal Patel and Mr. Vinod Tilva retire from the Board by rotation, and being eligible, offer him for re-appointment.

As per requirement of SEBI circular provision of appointment of a woman director on the Board, mandatory in this respect Mrs. Nila Udaybhai Tilva appointed as a director in the Annual General meeting as per applicable provision of the Act. Mr. Bhupatlal Laljibhai Tilva gave voluntary resignation from company as on 7th March 2015 within the purview of Companies Act, 2013 rules and regulation.

B) Formal Annual Evaluation:

The Committee shall evaluate the performance of each Board of Directors of the Company with reference of the authority under the Nomination and Remuneration policy of the Company framed in accordance with the provisions of section 178 of the Companies Act, 2013 and based on their functions as mentioned in the Code of Conduct of the Directors and the criteria for the evaluation of the performance s prescribed in the clause 6 of this policy. Evaluation of Independent Director shall be carried on by the entire Board in the same way as it is done for the Executive Directors of the Company except the Director getting evaluated based on the performance evaluation of each and every Director and the Chairman of the Company, the Committee shall provide the ratings based on each criteria and subcriteria. The detail process of evaluation and ratings thereon are mentioned in the policy.

Based on the ratings given by the Nomination & Remuneration Committee to each Director, the overall effectiveness of the Board shall be measured and , accordingly the Board shall decide the Appointments, Re- appointments and Removal of the non-performing Directors of the Company.

Evaluation of the Executive Directors of the Company shall be carried out by entire Board except the Director being evaluated. The meeting for the purpose of evaluation of performance of Board Members shall be held at last once in a year and the Company shall disclose the criteria laid down by the Nomination and Remuneration Committee for performance evaluation of the Company.

15. Number of meetings of the Board of Directors: The Board of Directors met 28 times during the year.

16. Audit Committee: Audit Committee:

The composition of the Audit Committee and details of the meeting as attended by the Members of the Committee are a given below:

Name Designation No.of Committee meetings attended

Mr. Mansukhlal P. Patel Executive 12 (Chairman)

Mr. Kelvin Makadia Non Executive 9 (Independent)

Mr. Dineshchandra Nadapra Non Executive 11 (Independent)

Mr. Chimanlal Chapla Non Executive 12 (Independent)

The minutes of the Audit committee is noted and considered by the Board of directors at the subsequent Board of directors at the subsequent Board meetings. The Audit Committee met 12 times during the year under review

17. Details of establishment of vigil mechanism for directors and employees:

The details of establishment of vigil mechanism for directors and employees to report genuine concerns to be disclosed.

18. Nomination and Remuneration Committee:

Name Designation No.of Committee meetings attended

Mr. Mansukhlal P. Patel Executive 8 (Chairman)

Mr. Kelvin Makadia Non Executive 7 (Independent)

Mr. Dineshchandra Nadapra Non Executive 8 (Independent)

Mr. Chimanlal Chapla Non Executive 5 (Independent)

The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act.

The Committee met 8 times during the year.

19. Particulars of loans, guarantees of loans, of investments under section 186:

a) The full particulars of the loans given, investment made or guarantee given or security provided - NIL

b) The purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of loan or guarantee or security - NIL

20. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in form No. AOC- 2.-ANNEXUREC

21. Managerial Remuneration:

Remuneration paid to Director Mr. Mansukhlal P. Patel amount of Rs. 194994.00 during the year 2014-15.

22. Secretarial Audit Report:

The provisions of section 204 read with section 134(4) of the companies Act, 2013, mandates Secretarial audit of the company to be done from the financial year commencing on or after 1st April, 2014 by a Company Secretary in Practice, The Secretarial Auditor's Report is required to be annexed to the Board's Report for the Financial Year 2014-15 onward. The Board has therefore considered and appointed Mr. Chetan D. Shah, Company Secretary in whole time Practice (Mem.No.5131), as the Secretarial Auditor of the Company for the financial year 2015-16. (Secretarial Audit Report Attached)

23. Corporate Governance Certificate:

The compliance certificate governance as stipulated in Clause 49 of the Listing Agreement shall be annexed with the report.

24. Risk management policy:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formanal rollout, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews The risk management process in our multi-business, multi- site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

25. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, shall state that.

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

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

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

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

(e) The directors had prepared the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

26. Acknowledgments:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For, and on behalf of the Board of Directors

VINYOFLEX LIMITED

sd/-

Date: 30.05.2015 Mansukhlal P. Patel

Plce: Rajkot Chairman & Managing Director

DIN : 01353327

sd/-

Nila U. Tilva

Director

DIN : 07123527

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Mar 31, 2014

Dear Members,

The Directors have pleasure of presenting the 21" ANNUAL REPORT of your Company together with the Audited Accounts for the Year ended on 31st March 2014

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2014 is summarized as under:

(In Rs.)

Particulars 31/03/2014 31/03/2013

Profit/Loss before Depreciation, Interest Taxes 21294717 18803520

Less: Interest 4789515 4437156

Depreciation 3056239 2953188

Profit before Tax 13448963 11413176

Provisions for Taxation 4770000 4210000

Add: Deferred Tax Liability (Net) 410079 383106

Add: Tax Adjustments of 22222 0

Profit for the Year 9066820 7586282

Add. Balance brought from previous Year 36411858 28825576

Balance Carried to Balance Sheet 45478678 36411858

1. DIVIDEND:

In view of the Company''s profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2013-2014.

2. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 3317.52 Lacs and Net Profit After Tax Rs. 90.66 Lacs compare to pervious year sales of Rs. 2988.80 Lacs and net profit After Tax of Rs. 75.86 Lacs.

Company has increase the sales of Rs. 328.72 Lacs Net Profit After Tax of Rs. 14.80 Lacs compare to to previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

3. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L. Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

4. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

5. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

6. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

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

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

8. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year ended 31.03.2014 and of the profit of the company for that period

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. That the Directors had prepared the annual accounts on a going concerns basis.

9. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

10. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For, and on behalf of the Board of Directors Date: 30.05.2014 Mansukhlal P. Patel Place: Rajkot Chairman

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Mar 31, 2013

To, The Members of VINYOFLEX LTD.

The Directors have pleasure of presenting the TWENTIETH ANNUAL REPORT of your Company together with the Audited Accounts for the Year ended on 31st March 2013

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st

March 2013 is summarized as under:

Particulars 31/03/2013 31/03/2012

Interest Taxes 18803520 17001952

Less: Interest 4437156 4297456

Depreciation 2953188 2785605

Profit before Tax 11413176 9918891

Add. Balance brought from previous Year 28825576 22232492

Balance Carried to Balance Sheet 36411858 28825576

1. DIVIDEND:

In view of the Company''s profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the 2ear 2012-2013.

has achieved significant growth for the year under review During the year company has achieved the sales of Rs. 2988.80 Lacs and Net Profit After Tax Rs. 75.86 Lacs compare to pervious year sales of Rs. 2726.22 Lacs and net profit After Tax of Rs. 65.93 Lacs. Company has increase the sales of Rs. 262.58 Lacs Net Profit After Tax of Rs. 9.93 Lacs compare to to previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

3. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L Tilva and Shri Mansukhlal Patel Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

4. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

5. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment

6. COMPLIANCE CERTIFICATE:

In terms of Section 383A(I) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies Particulars of employees) Rules, 1975RV the particulars is not given.

AND OUTGO: n! accordance with the provision of Section

Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year ended 31.03.2013 and of the profit of the company for that period

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. That the Directors had prepared the annual accounts on a going concerns basis.

GCovernance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

11. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

Date: 30.05.2013 For and on behalf of Board of Directors

Place: Rajkot

Mansukhlal Patel

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Mar 31, 2012

To, The Members, of VINYOFLEX LTD. FOR FLEXIBLE VINYL FILM

The Directors of the company have pleasure in presenting their NINETEENTH ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the

Financial Year ended on 31st March 2012.

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2012 is summarized as under:

(In Rs.)

Particulars 31/03/2012 31/03/2011

Profit/Loss before Depreciation

Interest Taxes 17001952 14178773

Less: Interest 4297456 3554244

Depreciation 2785605 2746925

Profit before Tax 9918891 7877604

Provisions for Taxation 3660000 2800000

Profit after Tax 6258891 5077604

Add: Bal. brought forward 22232492 16869187 from previous year

Add: Deferred Tax Liability (Net) 330793 284266

Less: Tax Adjustments of

Previous Year 3400 1435

Balance Carried to

Balance Sheet 28825576 22232492

1. DIVIDEND:

In view of the Company's profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2011-2012.

2. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 2726.22 Lacs and Net Profit After Tax Rs. 65.93 Lacs compare to previous year sales of Rs. 2178.26 Lacs and net profit After Tax of Rs. 53.62 Lacs. Company has increase the sales of Rs. 547.96 Lacs Net Profit After Tax of Rs. 12.31 Lacs compare to previous year. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

3. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L. Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

4. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

5. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

6. COMPLIANCE CERTIFICATE:

In terms of Section 383A(I) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

7. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

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

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

9. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year ended 31.03.2012 and of the profit of the company for that period

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. That the Directors had prepared the annual accounts on a going concerns basis.

10. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditor's Certificate on its compliance is attached as a part of the Annual Report.

11. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For and on behalf of the Board of Directors

Mansukhlal P. Patel Chairman

Date: 30.05.2012 Place: Rajkot

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Mar 31, 2010

The Directors of the company have pleasure in presenting their SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the Financial Year ended on 31st March 2010.

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2010 is summarized as under:

Particulars 31/03/2010 31/03/2009

Profit/Loss before Depreciation,

Interest Taxes 11084976 10768529

Less: Interest 3252421 4359003

Depreciation 2671601 2599833

Profit before Tax 5160954 3809693

Provisions for Taxation 1685000 433880

Profit after Tax 3475954 3375813

Add: Bal. brought forward

from previous year 13297544 9739464

Add: Deferred Tax Liability (Net) 95690 189632

Less: Tax Adjustments of

Previous Year 0.00 7365

Balance Carried to

Balance Sheet 16869188 13297544





2. DIVIDEND:

In view of the Companys profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend any dividend for the year 2009-2010.

3. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 1768.59 Lacs and Net Profit After Tax Rs. 35.71 Lacs however due to market fluctuations company did not reach at desire level of sales and earnings. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

4. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L. Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

5. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

6. AUDITORS:

M/s. Gadhia Karachiwafa, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

7. COMPLIANCE CERTIFICATE:

In terms of Section 383A(I) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

8. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

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

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption ajid foreign exchange earnings and outgo is given in the Annexure forming part of this report.

10. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year ended 31.03.2010 and of the profit of the company for that period

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. That the Directors had prepared the annual accounts on a going concerns basis.

11. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditors Certificate on its compliance is attached as a part of the Annual Report.

12. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For, and on behalf of the Board of Directors

Date: 29.05.2010

Place: Rajkot Mansukhlal P. Patel

Chairman

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Mar 31, 2009

The Directors of the company have pleasure in presenting their SIXTEENTH ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the Financial Year ended on 31st March 2009.

1. FINANCIAL PERFORMANCE:

The financial performance for the year ended on 31st March 2008 is summarized as under:

Particulars 31/03/2009 31/03/2008

Profit/Loss before Depreciation, Interest Taxes 10768529 11292997

Less: Interest 4359003 4301065

Depreciation 2599833 2526616

Profit before Tax 3809693 4465316

Provisions for Taxation 433880 495000

Profit after Tax 3375813 3970316

Add: Bar. brought forward from previous year 9739464 6808072

Less: Deferred Tax Liability 189632 1028854

Less: Tax Adjustments of Previous Year 7365 10070

Balance Carried to • Balance Sheet 13297544 9739464

2. DIVIDEND:

In view of the Companys profitable performance, the Board of Directors desire to retain the profit for the purposes of the plugging back into the business operations and hence do not recommend dividend for the year 2008-2009.

3. PERFORMANCE:

Members would be pleased to note that the company has achieved significant growth for the year under review. During the year company has achieved the sales of Rs. 1942.75 Lacs and Net Profit After Tax Rs. 35.65 Lacs however there is period of recession in the Market in India. Your company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

4. DIRECTORS:

In terms of the provisions of the Companies Act, 1956 and the Article of Association of the company, Shri Bhupatlal L.Tilva and Shri Mansukhlal Patel, Directors of the company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer, themselves for re-appointment.

5. AUDITORS OBSERVATION:

Relevant notes to the accounts concerning Auditors Observations thereon are self-explanatory.

6. AUDITORS:

M/s. Gadhia Karachiwala, Chartered Accountants, the Auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

7. COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956 and companies (Compliance Certificate) Rules, 2001 the certificate issued by Company Secretary in Whole Time Practice certifying that the company has complied with all the provisions of Companies Act, 1956 is annexed to the Report.

8. PARTICULARS OF EMPLOYEES:

Since there are no employees drawing salary as specified in Section- 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, the particulars is not given.

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

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

10. RESPONSIBILITY STATEMENT:

As required under Section-217 (2AA) of the Companies Act, 1956, the Directors of the company hereby state and confirm

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year ended 31.03.2008 and of the profit of the company for that period

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. That the Directors had prepared the annual accounts on a going concerns basis.

11. CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with Auditors Certificate on its compliance is attached as a part of the Annual Report.

12. APPRECIATION:

Your Directors take this opportunity to thank all investors, banks, regulatory and the governmental authorities for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.

For and on behalf of Board of Directors Date: 20.06.2009

Place: Rajkot Mansukhlal Patel

Managing Director