BOARD’S REPORT

ToThe Members,

Your Directors submit herewith the Twenty Fourth Audited statement of accounts for the year ended 31st March, 2016. The State of Affairs of the Company is as under: Rs

The state of arrairs of the Company is as under

Profit before tax and depreciation 41251307Less Depreciation 17595129Profit before taxation 23656178Less: Provision for taxation/Deferred tax 7677000Profit after taxation 15979178

Dividend

To conserve the resources your Board do not recommend any dividend on equity shares of the Company and do not appropriate any amount to reserves.

Brief description of the Company’s working during the year/State of Company’s affairs.:

The Company has achieved a growth in turnover of about 16% while 70% spurt in net profit after tax. We are trying to get work from various industries like FMCG, Pharma etc. our focus is to sustain the growth never the less we have increased our business with agro industry & hence monsoon will play a crucial role in our growth, further if export of Pharma industries is good compared to last year we hope to increase our work with Pharma Industry.

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

Material Changes and Commitments:

There are 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 statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Internal Financial Control:

Your directors state that there are adequate internal financial controls with reference to the financial statements i.e. Balance Sheet, Statement of Profit and loss, Cash Flow Statements and other relevant records and are operating effectively.

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and joint ventures companies, no consolidated financial statements required to be given.

Deposits:

Company has not accepted any deposits which fall under Chapter V  and Section 73 to Section 76 of the Companies Act, 2013.

Auditors and Auditor’s Report:

M/s Shahir Asgarkhan and Co Chartered Accounts (FRN 109844W) are the statutory auditors of the Company and there are no changes in the same and they are being eligible offers themselves for reappointment and Board recommend their reappointment.

There are no qualification, reservation or adverse remark or disclaimer made by the statutory auditors in their auditor’s report.

Employee Stock Option etc:

During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.

Extract of Annual Return:

Extract of the Annual Return in Form No MGT -9 is enclosed herewith which form part of the Board of Director’s report.

Conservation of energy, technology absorptions and foreign exchange earnings and outgo are as follows:

A : Conservation of energy  855876  units B:Technology absorptions:   -C: Foreign exchange earnings and Outgo:  (Rs. In Thousands) Earning – Nil Outgoing – 5746.60

Corporate Social Responsibilities:

As the  Company’s net worth, turnover  or net profits   are below the prescribed limit  under section 135 of the Company’s Act 2013, the disclosures as per Rule 9 of Company’s (Corporate Social Responsibility Policy) Rules, 2014 shall be NIL.

Changes in Directors and Key Managerial Personnel:

During the year Kamini B Vasa (DIN07145262) has resigned as Additional Director of the Company w.e.f 21/05/2015..

Smt. Nitu Kinjalkumar Shah has been appointed as woman director with effect from 24-03-2016 to hold the office upto date of next annual general meeting, and being eligible offers herself for appointment as Independent Director..

Mr Nishant S Joshi has been appointed as Company Secretary with effect from 24-03-2016.

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 and under the Listing Agreement with the Stock Exchanges.

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31st March, 2015 is as under:

Sl.No. Name Designation Executive/ Non Executive1 Shri B. N. Vava Chairman & Managing Director Executive2 Shri Hemen Vasa Whole time Director Executive3 Shri Amit B. Vasa Whole time Director Executive4 Shri Priyank Vasa Whole time Director Executive5 Smt. Nitu Kinjalkumar Shah* Additional Director Non Executive6 Mr. Andrew Denny Director Non Executive7 Mr. A. Mirza Independent Director Non Executive8 Mr. N. Bangdiwala Independent Director Non Executive9 Dr. S.L. Chopra Independent Director Non Executive10 Mr. P. J. Bhide Independent Director Non Executive

*Appointed as Additional Director w.e.f. 24.03.2016.

6. Numbers of meeting of the Board of Directors held :

Date of meeting Directors Present21/05/2015 931/07/2015 626/08/2015 529/10/2015 928/01/2016 924/03/2016 6

Audit Committee details are as under:

Shri P J Bhide Chairman 3 MeetingShri A Mirza Member 2 MeetingDr S L Chopra Member 4 MeetingMr Nishith B Bangadiwala 4 Meeting

All recommendations have been accepted by the Board.

Nomination and remuneration committee consist of   Shri P J Bhide, Shri N. Bangadiwala and Dr S L Chopra three Independent Directors. 1. Meeting was held on 24/03/2016.

The Remuneration Policy has been posted on the website of the Company.

Stakeholders Relationship committee consist of Shri B. N. Vasa, Shri N. Bangadiwala and Shri A. Mirza.

Company has mechanism and free atmosphere to report anything to the Board by the Directors and/or employees of the Company. All recommendations have been accepted by the Board.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, 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 Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Board’s functioning were evaluated such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

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 judgment, 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. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans given, Investment made, Guarantee given and Securities provided: There are no loans, guarantees or investments under section 186 of the Companies Act 2013 Related Parties TransactionsThere is no 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. Your Directors draw attention of the members to Note 10 to the financial statement which sets out related party disclosures.

Remuneration to Directors:

The remuneration paid to Directors, Non Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return in MGT-9 as an Annexure A to the Board Report.

Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs p.a.The Company has 73 permanent employees at the year end. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year is 4.87.

However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Secretarial Auditor:

A secretarial Audit Report given by Shri Bipin L Makwana Practicing Company Secretary is annexed to this report. Observations of Secretarial auditor are self explantory and do not require any comment

Corporate Governance:

As per the amendments made in Clause 49 of listing requirements the Corporate Governance Report is not applicable to the company and hence not made.

Risk Management Policy:

Major concern to the Company is monsoon. Our customers list is still very much dominated by pesticide majors. A good monsoon means good business for them which translate into large orders for us. The management try to develop the Pharma clientele which dilute the risk of monsoon.

Vigil Mechanism

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

Directors’ Responsibility Statement:

As stipulated in Section 134 (3)( c) of Companies Act 2013, your Directors subscribe to the Directors Responsibility Statement and confirm as under:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;ii) That 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 financial year and of the  profit and loss of the company for that period;iii) That  the  directors  had  taken  proper  and  sufficient  care  of  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 detectingfraud and other irregularities;iv) That the directors have prepared the annual accounts on a going concern basis.v) That directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.vi) That directors had devised proper systems to ensures compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

Date: 25th   May, 2016                                                                                                             For and on behalf of the Board

B.N.VASAM. D. DIN 00150585 

Refer disclosure made in directors report under head State of Affairs of the Company.

Disclosed under head coservation of energy etc in directors report

Disclosed under head coservation of energy etc in directors report

Foreign Foreign exchange earning Nil. Exchange outgo Rs. 5746600

Disclosed under head Directors Responsibility Statement

During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.