DIRECTOR'S REPORT

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company for the year ended 31st March, 2015.

DIVIDEND:

The Board of Directors are glad to recommend Dividend @ Re 1.00 per share on 54,86,400 Equity Shares of Rs.10/- each aggregating to Rs.54,86,400/- for the year ended 31st March, 2015, subject to approval of the Members of the Company at the ensuing Annual General Meeting scheduled to be held on 26th September, 2015.

TRANSFER TO IVESTOR EDUCATION AND PROTECTION FUND ( IEPF )

The company send letters to all shareholders, whose dividend are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with registrar to locate the shareholders who have not claimed their dues.

During the year the company has transferred a sun of Rs 55,547/- to IEPF the amount which was due and payable and remain unclaimed and unpaid for a period of seven years as provided in section 205C (2) of the Companies Act, 1956

FINANCIAL SITUATION

Reserves& Surplus

As at March 31, 2015 Reserves and Surplus amounted to Rs. 296.84 lacs as compared to Rs.370.68 lacs of previous year.

Fixed Asset

Net Fixed Assets as at March 31, 2015 have decreased to Rs.214.23 lacs as compared to Rs.259.48 lacs in the previous year.

Operations:

During the year under Report your Company achieved an Operating Income (from Job Work) of Rs.113.30 Lacs as against Rs. 107.09 Lacs in the previous year. Other Income earned during the year stood at Rs. 79.10 lacs as against Rs. 63.54 lacs in the previous year. The Profit before Depreciation was Rs.48.96 Lacs as against Rs. 39.42 Lacs in the previous year. The profit after Depreciation and Tax was Rs. 27.57 Lacs as against Rs. 11.71 Lacs in the year ended 31st March, 2014.

SHARES CAPITAL

Authorised Capital

The current Authorised Share Capital of the Company is Rs. 9,00,00,000 (Rupees Nine Crores) divided into 90,00,000 (Ninty lacs) Equity shares of Rs.10/- each.

Equity Shares

The paid up Equity share capital of the Company as on March 31, 2015 was Rs. 5,48,64,000/- comprising of 54,86,400 equity shares of Rs. 10/- each.

BOARD OF DIRECTORS:

The Board normally meets once in a quarter and additional meetings are held as and when required During the financial year ended 31st March, 2015 , 5 (Five) Meetings of the Board of Directors were held as on 23.05.2014, 7.08.2014 26.09.2014, 28.10.2014 and 29.01.2015. The dates of Board Meetings were generally decided in advance with adequate notice to all Board Members.

Appointment / Resignation of Directors [Section 168(1) & Section 152 of the Companies act. 2013] and Key Managerial Personnel (KMP):

During the year:

1) Mrs. Kumud Ashok Mehta was appointed as Woman Director of the Company as on 7th August, 2014

2) Mr. Anopchand G. Parekh was appointed as Director of the Company as on 7th August, 2014

3) Mr. Yash Mehta, Executive Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from Shri Ashwin P. Sanghvi, Shri Anopchand G. Parekh and Shri Snehal S. Chinai Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT. 2013

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.

EVALUATION OF PERFORMANCE OF BOARD

In terms of requirements under Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year a separate Meeting of Independent Directors of the Company was held on 29th January, 2015, which was attended by all the Independent Directors to discuss and review the self assessment of Directors, Board and Committees thereof and also assess the quality, content and timeliness of flow of information between the Management and the Board.

The Independent Directors at the Meeting reviewed the following:-

• Performance of non independent Directors and Board as a whole.

• Performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors.

• Assess the quality, quantity and timeless of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 2 (two) Independent Directors and 1 (one) Executive Director. Where Mr. Ashwin P. Sanghvi, Independent Director, is a Chairman of the Audit Committee And Mr. Snehal Chenai, Independent Director, and Mr. Yash Ashok Mehta Executive Director of the Company are Members of the Committee. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.

DEPOSITS

During the year under review, your Company did not accept deposits covered under Chapter V of the Companies Act 2013.

CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business of your Company during the year under review. AUDITORS:

M/s. Ronak Gada & Associates., Chartered Accountants of the Company have been re-appointed by the Board and necessary resolution will be moved at the ensuing Annual General Meeting of the Company.

AUDITOR'S REPORT:

The comments on statement of accounts referred to in the report of the auditors are self explanatory. There are no adverse observations in the Auditor's Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 134 (3)(c) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31. 2015, 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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments has been done my management affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relates and the date of the report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is not required to be provided as the company has no subsidiary.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. Still During the year under report donations were made by the Company to Social/ Educational Institutions amounting to Rs. 2,80,000/- (Previous year Rs. 3,25,000/-)

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism"

The organization's internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organisation either financially or otherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12)

The Company has no employee in the category specified 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.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:

(i) No any employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) No any employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) No any employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the culture where its employees are motivated and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives and interventions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

CONTRACTS OR ARRANGEMENTS

There are no transactions made in pursuance of contracts or arrangements which falls under Section 188 (2) of the Companies Act, 2013. Hence the Company is not required to file eForm AOC - 2 in accordance with Rule 8(2) Companies (Accounts) Rules, 2014 also)

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

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014, your Company has appointed Miss. Aagvi Botadra, Practicing Company Secretary as Secretarial Auditor of the Company for FY15 to undertake Secretarial Audit of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by Secretarial Auditors is annexed with the report.

POLICY FOR SEXUAL HARRASMENT

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. 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.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is enclosed herewith, forming part of this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels

For and on behalf of the Board

ASHOK M. MEHTA

Chairman & Managing Director

DIN No. 00163206

Place: Mumbai

Date : 22/05/2015