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Company Information

Home » Market » Company Information

Eurotex Industries & Exports Ltd.

Jul 19, 02:52
22.90 -0.10 ( -0.43 %)
 
VOLUME : 510
Prev. Close 23.00
Open Price 23.50
TODAY'S LOW / HIGH
22.90
 
 
 
23.50
Bid PRICE (QTY.) 21.50 (40)
Offer PRICE (Qty.) 22.95 (24)
52 WK LOW / HIGH
21.30
 
 
 
51.00
Jul 19, 02:32
22.50 +0.30 (+ 1.35 %)
 
VOLUME : 404
Prev. Close 22.20
Open Price 24.10
TODAY'S LOW / HIGH
22.50
 
 
 
24.10
Bid PRICE (QTY.) 21.40 (238)
Offer PRICE (Qty.) 23.70 (220)
52 WK LOW / HIGH
20.10
 
 
 
44.00
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Market Cap. ( ₹ ) 19.69 Cr. P/BV 0.61 Book Value ( ₹ ) 36.66
52 Week High/Low ( ₹ ) 44/20 FV/ML 10/1 P/E(X) 0.00
Bookclosure 23/09/2017 EPS ( ₹ ) 0.00 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2015-03 Dear Members,

The Directors are pleased to present their 29th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

                                    2014-15                2013-14
                                   (Rs. in lacs)         (Rs. in lacs)
FINANCIAL RESULTS

Profit before Finance
Cost,Depreciation, Tax              993.58                 2,896.49

Less: Finance Costs                 868.31                   911.52

Profit/(Loss) before                125.27                 1,984.97
Depreciation

Less: Depreciation                  462.26                   960.10

                                   (336.99)                1,024.87

Less: Provision for                   -                      475.84
Income Tax

Less: Prior Years'
Tax Adjust-  ments (Net)              -                       13.26

Add: Deferred Tax Assets              14.44                   21.45

Profit/(Loss) for the year          (322.55)                 557.22
Balance brought forward
from previous year                  1,664.35               1,158.31
Less: Additional Depreciation dueto change in life of Assets net ofDeferred Tax Asset Rs.86.48 Lakhs consequent to enactment of

Companies Act, 2013                   169.26                  -

Amount available for                1,172.54              1,715.53
appropriation
Less: Appropriations during the year

      Proposed Dividend                -                     43.75

      Corporate Dividend Tax           -                      7.43

Balance Carried to
Balance Sheet                        1,172.54             1,664.35
performance review

During the year revenue from the operations of the Company is Rs.280.65 Crores as compared to Rs.344.29 Crores in the previous year. The operating profits of the Company is Rs.9.93 Crores as against Rs.28.96 Crores in the previous year. The loss after finance cost and depreciation is Rs.3.37 Crores as against the profit of Rs.10.25 Crores in the previous year.

This year exports of cotton yarn from India to China dropped by a whopping 23%. The main reason for the fall in sales of the Company is due to substantial reduction in exports and reduction in price of yarns. Our exports during the year is Rs.197.24 Crores as against Rs.244.88 Crores in the previous year. The reasons for drop in operating profits are mainly due to fall in exports and increase in man power cost.

DIVIDEND

The Board has decided not to recommend any dividend for the Financial Year 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.8,74,98,650. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in the "Annexure A" to the Directors' Report.

EXPANSION OF BUSINESS

The Company has surplus parcels of land at Kolhapur. The Board of Directors of the Company are of the opinion that since the Real Estate sector is doing well, the Company can profitably diversify its business into Real Estate. Keeping this in view, the Company has altered the Main Object of the Memorandum of Association of the Company to include Real Estate business.

DIRECTORS / KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Hari Prasad Siotia (DIN: 00015103) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the Notice of the ensuing Annual General Meeting.

Smt. Hema Thakur (DIN: 01363454) was appointed as an Additional Independent Director on the Board of the Company on 14th February, 2015. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, her continuation as an Independent Director on the Board of the Company will have to be approved by the Members of the Company.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Smt. Hema Thakur (DIN: 01363454) has given a declaration to the Company that she meets

the criteria of independence as mentioned in Section 149 (6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The details of the proposal for appointment of Independent Director is mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the notice of the 29th Annual General Meeting of the Company.

Shri Rajiv Patodia (DIN: 00026711) has been appointed as Chief Financial Officer of the Company in the Board Meeting held on 8th November, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the sub-section (7) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state:

(a) that 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, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit & Loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for 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) that the annual accounts have been prepared on a going concern basis;

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

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting.

BOARD MEETINGS

During the year, four Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Director's Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is annexed hereto and forms a part of this report.

AUDITORS

Statutory Auditors

M/s. Lodha & Co., Chartered Accountants (Firm's Reg. No. 301051E), who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of the Annual General Meeting of the Company scheduled to be held in the calendar year 2017, subject to ratification by Members every year and are eligible for re- appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. The Board, based on recommendation of Audit Committee, recommends the appointment of M/s. Lodha & Co. as the Statutory Auditors of the Company.

Necessary Resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of Members.

Cost Auditors

Pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, on recommendations of Audit Committee, your Directors had appointed M/s. A. G. Anikhindi & Co. to audit the Cost Records of the Company for the Financial year ending 31st March, 2016 on a remuneration of Rs. 1,00,000/- (Rupees One Lakh only) plus applicable taxes. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in Annual General Meeting for their ratification. Accordingly, a Resolution seeking Member's ratification is included in the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. S. K. Jain & Co., Practising Company Secretary, to conduct Secretarial Audit of the Company for the Financial year 2014-15.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 6th September, 2014, M/s Lodha & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s Lodha & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & his Report:

M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the Rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the Annual Report as "Annexure B" to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Lodha & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE & POLICY

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The details of the Composition of the Nomination & Remuneration Committee are given in the Corporate Governance Report.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification and risk minimization as a part of a Risk Management policy / strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business Risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

Further, in accordance with Clause 49 of the Listing Agreement, a Risk Management Committee has also been formed which also oversees the Risk Management of the Company.

The details of the Composition of the Risk Mnagement Committee are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with Rules thereunder.

The Board of Directors of your Company, however, has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK- PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All woman employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of                           Ratio to Median
Director                          Remuneration

Shri K. K. Patodia                   30.52:1

Shri Narayan Patodia                 16.41:1

Shri Rajiv Patodia                   15.69:1
b. Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in financial year:

Name of Person             Designation                % increase
                                                      in remune-
                                                      ration in
                                                      financial
                                                      yeaR

Shri K. K. Patodia       Chairman and MD                  -

Shri Narayan Patodia     Managing Director                -

Shri Rajiv Patodia       Executive Director               -
                         and CFO

Shri Rahul Rawat         Company Secretary               28.17
c. Percentage increase in the median remuneration of employees in the financial year:

4.91%

d. The number of permanent employees on the rolls of the Company:

1,095 employees

e. Explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 6.45%. The individual increments varied from 2.13% to 30.61%, based on individual performance.

The increase in remuneration is in line with market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organizational performance, apart from individual's performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key
managerial personnel (KMP) in
FY 2014 - 2015 (Rs. in Lakhs)                            97.26

Revenue (Rs. in Lakhs)                               28,064.83
Remuneration of KMPs

(as % of revenue)                                        0.35

Profit Before Tax (PBT) (Rs. in Lakhs                (336.99)

Remuneration of KMPs (as % of PBT)                       -
g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars                    As at        As at              %
                           31/03/2015     31/03/2014         Change

Market Capitalisa-
tion (Rs. Lakhs)             1,723.72      1,671.22           3.14
Price Earnings

Ratio                         (3.69)         6.37          (157.93)
h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with last public offer:

Particulars                    As at        As at             %
                            31/03/2015     31/03/1993*      Change

Market Price (BSE)              19.70        21.54          (8.54)

Market Price (NSE)              20.05        21.54          (6.92)
* Adjusted for rights issue of 20,19,815 shares of face value Rs. 10 issued at Rs. 60 in the financial year 1992-1993.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 6.45% in the salaries of employees.

Increase in the managerial remuneration for the year was 2.44%.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Name of         Shri K.      K. Shri          Shri             Shri
Person          Patodia      Narayan          Rajiv            Rahul
                             Patodia          Patodia          Rawat

Designation    Chairman      Managing        Executive       Company
                and MD       Director        Director &      Secretary
                                CFO

Remunera-
tion in FY
2014-2015
(Rs. in
Lakhs)           47.40          25.48             24.37           6.37

Revenue
(Rs. in
Lakhs)       28,064.83     28,064.83          28,064.83      28,064.83

Remunera-
tion as %
of revenue        0.17          0.09               0.09           0.02

Profit Before
Tax (PBT)
(Rs. in
Lakhs)         (336.99)      (336.99)             (336.99)     (336.99)

Remunera-
tion as %
of PBT            -              -                   -           -
k. The key parameters for any variable component of remuneration availed by the Directors:

None

l. The ratio of the remuneration of the highest paid Director to that of the employees who

are not Directors but receive remuneration in excess of the highest paid Director during the year:

None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.eurotexgroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount

falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under

the provisions of Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as "Annexure C".

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

                                                 On behalf of the Board

                                                          K. K. PATODIA
Place: Mumbai                                                  Chairman
Date : 23rd May, 2015                             and Managing Director