Harsh Polymers (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 23rd Annual Report together with the Audited accounts for the year ended 31st March 2014.

(Rs. in lacs) Financial Results 2013-14 2012-13

Total Income 0.69 1.65

Operating Profit/(Loss) (68.78) (3.44)

Financial charges — —

Depreciation — —

Profit/ (Loss) before tax (68.78) (3.44)

Provision for tax — —

Profit/ (Loss) after tax (68.78) (3.44)

Review of Operation

The Company has not carried out any production activity during the year. Other Income of Rs. 0.69 Lacs was towards the Miscellaneous Income and rent income. During the year, the manufacturing plant remained closed and so there was no income generation from that. During the year, the Company has sold its Manufacturing Plant and machineries situated at

S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, with facility to manufacture polymer products, which includes Land & Building and Plant & Machinery in full. Due to this sale of old plant and machineries, the Company has incurred loss of Rs.52.52 Lacs. The Company has utilized this sale proceed to pay off the liabilities of the Company. The members have approved Sell/ Transfer or Dispose off Budasan Unit by Special Resolution dated 13th July, 2013, through postal Ballot process. Further due to the employees cost, bad-debts written off and some administrative expenses, the net loss after tax was Rs.68.78 Lacs as compared to last year''s loss of Rs. 3.44 Lacs. Dividend Your Directors do not recommend any dividend for the year 2013-14, in view of loss made during the year, (previous year Nil) Fixed Deposit Your Company has not invited or accepted any deposits under Section 58A of the Companies Act, 1956, from the public, during the year.

Directors

In accordance with the provisions of the Articles of Association and of the Companies Act 2013, Mr. Narendra Shah, Director of the Company, retiring by rotation at the ensuring Annual s General Meeting and being eligible, offer himself for re- appointment.

The Board of Directors have, in their meeting held on 31st July,2014, appointed Mr. Nayan Joshi as an Additional Director who holds office as such upto the date of ensuing Annual General Meeting. Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your directors are seeking appointment of Mr. Nayan Joshi, Mr. Ajay Bhavsar and Mr. Ashish Tripathi, as Independent Directors for three consecutive years for a term upto 29"'' September, 2017. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought, have been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

Statutory Disclosure

The information required under section 217(2A) of the Companies Act, 1956 and the rules made there under, is not applicable to the Company , as no employees drawing remuneration of Rs. 60,00,000/- or more per annum employed throughout the year or Rs. 5,00,000/- or more per month employed for a part of the year.

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

As the production unit of the Company is closed, the Research and development activities programs and Technology absorption are not carried out by the Company. There is no energy consumption or additional investment to conserve the energy is made during the year. There is no foreign exchange earnings and outgo during the year (previous year also nil).

Shifting of Registered office :

Since last many years, the registered office of the Company was situated at the Manufacturing plant of the Company at

S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana in the State of Gujarat. The Company has sold this undertaking/ unit, including Plant & Machinery and Land & Building situated at that location. Further, as the said destination is far from the City of Ahmedabad, shareholders are unable to participate in the General Meeting of the Company. Considering all these, the Company has shifted its registered office in the City of Ahmedabad at 513, Golden Triangle, Stadium Road, Navrangpura, Ahmedabad - 380014, w.e.f. 13,h July, 2013, as approved by the members through Postal Ballot process.

Sell/ Transfer or Dispose off Budasan Unit:

The Manufacturing Plant of the Company is situated at S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, with facility to manufacture polymer products. Since last many years, the manufacturing plant of the company is closed and the realisable value of the plant & machinery was lower, day by day due to obsolete technology and closure of the plant. Considering that, it is advantageous for the company to sell/ transfer the undertaking including Land & Building and Plant & Machinery in full, so that these funds can be utilized to pay off the liabilities of the Company. The members have approved Sell/ Transfer or Dispose off Budasan Unit by Special Resolution dated 13lh July, 2013, through postal Ballot process.

The Company has finalized the sale process and sold all its Plant and Machineries situated at S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, including Land and Building and all realized sum has been utilised towards clearing of all liabilities. The Company has made loss of Rs.52''52 Lacs towards sale of all these Assets.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Your 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 affairs of the Company at the end of the financial year ended on 31st March, 2014.

3. Your Directors have 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.

4. Your Directors have prepared the attached statements of accounts for the year ended 31s1 March, 2014, not on a going concern basis, as there were no manufacturing activities.

Change In Legislation Governing Companies In India

During the year under review, the provisions of the new Companies Act have been made effective replacing the Companies Act of 1956 vintage by the induction of the Companies Act, 2013. The Government has notified 287 sections out of total 470 sections which covers all the material provisions of the new Companies Act, 2013.

However, as clarified by the Ministry of Corporate Affairs, the provisions of Companies Act, 1956 would remain applicable in respect of financial accounts, auditor''s report and directors'' report thereon for the financial year ended on 31 st March, 2014. Change In Nomenclature of Committees and Enhanced Their Scope

Pursuant to the introduction of the Companies Act, 2013 and the rules there under the Nomenclature of the ''Shareholders Grievance Committee'' has been changed to ''Stakeholders'' Grievances and Relationship Committee''.

The scope of terms of reference/scope for Audit Committee has been enhanced in line with the provisions of Section 177 of the Companies Act, 2013 with additional scope on vigil mechanism, safeguards against victimization of persons who use such mechanism, direct access to chairman of audit committee in appropriate or exceptional cases etc.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

Vigil Mechanism

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for directors and employees to report genuine concern in such manner as may be prescribed. The provisions of the said policy, provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the chairman of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company have at their meeting held on 31st July ,2014 approved whistle blower policy to be in line with the provisions of Companies Act, 2013 read with the listing agreement.

Any director or employee of the company, who observes any Unethical Behaviour or Improper Practices or Wrongful Conduct

and/or financial or non financial malpractices or non-compliance with legal requirements concerning the company, is free to report to the specified officer in the mode as provided in the policy.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached as a part of the Directors'' Report.

Corporate Governance

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

Depositories

The Company had already approached NSDL and CDSL for obtaining electronic connectivity for company''s shares. However, both of them have rejected our request. So, shares of the company will continue to be traded in Physical form.

Listing

The Company''s shares are listed at Vadodara as well as Mumbai Stock Exchanges. However, the Mumbai Stock Exchanges have suspended the trading due to technical reason. The Company has made revocation application to BSE, which is under consideration.

Auditors & Auditors Report

The Statutory Auditors of the Company, M/s. Nikunj H. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 131307W) will retire at Conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointed.

The Company has received a written Certificate from Auditors stating their appointrrient, if made would be within the limit under Section 139(1) of the Companies Act, 2013 and the rules made there under. The Board, on the recommendation of the Audit Committee, has also proposed that M/s. Nikunj H. Shah & Co., Chartered Accountants, Ahmedabad, be re-appointed as Auditor of the Company.

Notes forming part of the accounts are self-explanatory and therefore, do not require any further comments.

Acknowledgements

Your Directors would like to place on record their sincere gratitude for the support received from clients, suppliers and bankers. The Board of Directors also takes this opportunity to acknowledge the dedicated efforts and commitment made by other associates at all levels and their contribution to the Company during the year.

Date: 31 st July, 2014 By order of the Board Regd. Office For Harsh Polymers (India) Limited 513, Golden Triangle, Stadium Road, Navrangpura, Narendra J. Shah Ahmedabad - 380 014. Director

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Mar 31, 2010

The Directors have pleasure in presenting 19th Annual Report together with the Audited accounts for the year ended 31st March 2010

(Rs. In lacs)

Financial Results 2009-10 2008-09

Total Income 10.16 0.72

Operating Profit/(Loss) 6.38 (8.51)

Financial charges -- --

Depreciation 1.31 1.31

Profit/ (Loss) before tax 5.07 (9.82)

Provision for tax -- --

Profit/ (Loss) after tax 5.07 (9.82)

Review of Operation

The Company has not carried out any production activity during the year. Total turnover, which includes other Income from sale of Office premises and Diesel Generator. During the year, the manufacturing plant remained closed and so there was no income generation from that. Due to this sale of assets, the net profit after tax is Rs. 5.07 Lacs as compared to last years loss of Rs. 9.82 Lacs.

Dividend

Your Directors do not recommend any dividend for the year 2009-10, in view of carried forward loss.

Fixed Deposit

Your Company has not invited or accepted any deposits under Section 58A of the Companies Act ,1956, from the public, during the year.

Directors

In accordance with the provisions of the Articles of Association and of the Companies Act, 1956, Mr. Ajaybhai Bhavsar, Director retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Praksh Amin, was re-appointed as Managing Director of the Company, w.e.f. 6th May,2010 for further period of 5 years, without drawing any remuneration. Members approval is require for confirmation of his re-appointment.

Statutory Disclosure

The information required under section 217(2A) of the Companies Act, 1956 and the rules made there under, is not applicable to the Company , as no employees drawing remuneration of Rs. 24,00,000/- or more per annum employed throughout the year or Rs. 2,00,000/- or more per month employed for a part of the year.

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

Information pursuant to Section 217(1 )(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

As the production unit of the Company is closed , the Research and development activities programs and Technology absorption are not carried out by the Company. There is no energy consumption or additional investment to conserve the energy is made during the year.

There is no foreign exchange earning and outgo during the year (previous year nil).

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Your 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 affairs of the Company at the end of the financial year ended on 31st March,2010.

3. Your Directors have 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.

4. Your Directors have prepared the attached statements of accounts for the year ended 31st March,2010, not on a going concern basis, as there were no manufacturing activities- Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under clause 49 oHhe Listing Agreement with the Stock Exchange has been attached as a part of the Directors Report.

Corporate Governance

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

Formation of various committees

Details of various committees constituted/ reconstituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

Depositories

The Company had already approached NSDL and CDSL for obtaining electronic connectivity for companys shares . However, both of them have rejected our request. So, shares of the Company will continue.to be traded fn Physical form.

Listing

The Companys shares are listed at Vadodara as well as Mumbai Stock Exchanges. However, the Mumbai Stock Exchanges have suspended the trading due to technical reason.

Auditors & Auditors Report

M/s. Khese Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting You are requested to appoint auditors from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting and fix their remuneration.

The auditors comments on the companys accounts for the year ended on 31st March,2010 are self explanatory in nature and do not require any explanation as per the provisions of section 217(3) of the Companies Act, 1956.

Acknowledgements

Your Directors would like to place on record their sincere gratitude for the support received from clients, suppliers and bankers. The Board of Directors also takes this opportunity to acknowledge the dedicated efforts and commitment made by other associates at all levels and their contribution to the Company during the year.

For and behalf of the Board of Directors

Place : Ahmedabad Narendra J. Shah

Date : July 31, 2010 Director