SHREE GANESH ELASTOPLAST LIMITED

18TH AUDITED ANNUAL REPORT

FOR THE YEAR 2011-12

COMPANY REGISTRATION NO: 04-021666 CIN NO: L25200GJ1994PLC021666

SHREE GANESH ELASTOPLAST LIMITED. Regd.Office: Plot No. 138/A, Sarkhej Bavla Road, Village: Vasna Chacharvadi, Taluaka: Sanand, Dist: Ahmedabad: 382 210 E-Mail: ganeshelastoplast@gmail.com

EIGHTEENTH ANNUAL GENERAL MEETING PROGRAMME

DATE : 8

TH SEPTEMBER, 2012

DAY : SATURDAY

TIME : 11.00 A.M.

VENUE : Plot No. 138/A, Sarkhej Bavla Road, Village: Vasna Chacharvadi, Taluka: Sanand, Dist: Ahmedabad: 382 210

NOTE TO SHAREHOLDERS: As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are requested to kindly bring their copies to the meeting. CONTENTS:

1) Board of Directors and Other Information.

2) Notice And Explanatory Statement.

3) Directors' Report and Corporate Governance Report

4) Auditors' Report.

5) Balance Sheet.

6) Profit & Loss Account.

7) Schedules to Balance sheet & Profit Loss Account

8) Notes to the Accounts.

9) Balance Sheet Abstract & Company's General Business Profile.

10) Cash Flow Statement pursuant to Clause 32 of the Listing Agreement

11) Auditors Report to Cash Flow Statement.

12) Attendance Sheet & Proxy Form.

BOARD OF DIRECTORS

Shri Nitin. H. Mehta. Chairman And Director Shri Harshadrai. T. Mehta Director Shri Mihir R. Shah Director Shri Mayukh J. Pandya Director Shri Bharatkmar V Mashruwala Director Shri Harishbhai Ratilal Mehta. Additional Director

COMPANY LAW CONSULTANT

M/s Kamlesh M. Shah & Co., Company Secretaries,

801- A, Mahalay Building, Opp. Hotel President,

Off. C.G. Road, Ahmedabad – 380009

BANKERS OF THE COMPANY

Central Bank of India, Ahmedabad Stock Exchange Branch, Ahmedabad.

STATUTORY AUDITORS

M/S Sunil Dad & Co.,

1016, Anand Mangal III, Near Apollo Citi Centre,

Near Parimal Cross Roads, Ellisbridge, Ahmedabad: 380 006.

LISTING AT

AHMEDABAD MUMBAI The Stock Exchange Ahmedabad The Stock Exchange Mumbai Kamdhenu Complex, 25th Floor, P.J. Towers, Nr. Panjarapole, Dalal Street, Fort, Ambawadi, Ahmedabad 380 015 Mumbai 400 001

REGISTERED OFFICE AND FACTORY

Plot No 138/A, Sarkhej Bavla Road,

Village: Vasna Chacharvadi, Taluka: Sanand,

Dist: Ahmedabad: 382 210.

COMPLIANCE OFFICER

Shri Nitin. H. Mehta, Chaiman & Director.

NOTICE TO THE MEMBERS.

Notice is hereby given that 18th Annual General Meeting of the Members of SHREE GANESH ELASTOPLAST LIMITED will be held on Saturday the 8th September, 2012, at 11:00 AM at the Registered Office of the Company situated at Plot No. 138/A, Sarkhej-Bavla Road, Village: Vasna-Chacharwadi, Tal. Sanand, Dist. Ahmedabad - 382210 to transact the following business: ORDINARY BUSINESS:

1. To receive, consider, Approve and adopt the Audited Balance Sheet of the Company as on 31st March 2012, Profit & Loss Account for the year ended on that date, and the report of the Auditors thereon.

2. To Retire by Rotation Mr. HARSHADLAL TRAMBAKLAL MEHTA who retires by rotation at this Annual General Meeting and not offering for reappointment as a Director.

3. To Retire by Rotation Mr. NITIN HARSHADRAI MEHTA who retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

4. To appoint Auditors M/s. Sunil Dad & Co., Chartered Accountants, for the year 2012-13 and to

hold the office as such from the date of conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS:

5. To Consider and if thought fit to pass with or without modification following resolution as an ORDINARY RESOLUTION.

RESOLVED THAT pursuant to provisions of section 260 of the Companies Act 1956 read with relevant provisions of the Companies Act 1956, Mr. HARISHBHAI RATILAL MEHTA, who was appointed by the Board as an Additional Director and who holds the office as such only up to the date of this Annual General Meeting, however he is eligible for appointment as Director and the company has received requests in writing along with requisite deposits from some of the members proposing his candidature as Director, and as Mr. HARISHBHAI RATILAL MEHTA has given his consent to act as Director of the Company if so appointed at the Annual General Meeting be and is hereby appointed as Director of the Company whose term of office shall be liable to determination for retirement by rotation.

6. To Consider and if thought fit to pass with or without modification following Resolution as SPECIAL RESOLUTION. To change the main object clause of the Memorandum of Association of the Company: RESOLVED THAT pursuant to provisions of Section 17 read with section 192A and all other applicable provisions if any of the Companies Act 1956 and also subject to approval of the members of the company in General meeting or by way of postal ballot and approval of the Registrar of Companies or such other authorities if any applicable, the present main objects clause of the Memorandum of Association, of the Company be and is hereby altered, amended, and modified by addition of the following new main object clauses: OBJECT CLAUSE NO: III (A) (2)

To carry on business of buying, purchasing, importing, sorting, processing, manufacturing, packing, repacking, marketing, exporting, dealing in, to act as agents, commission agents, consignment agents, concessionaries, authorized sole selling or sole buying agents for all types, kinds, description, of agro products, food products, edible goods, vegetables, fruits, dry fruits, herbs, spices, edible oils of all kinds, ghee, vanaspati oil, raw mixed ready to cook food, finished packed ready eat food, and all kinds of agro products and food products in all its types, forms, description including to purchase, store, distribute the same through establishment of cold chain system through out the country and anywhere in the world.

OBJECT CLAUSE NO. III (A) (3)

To Carry on the business of trading in ready market as also in the forward market at any of the recognized forward trading markets through its authorized brokers or agents in all types, kinds, description of agro and food products or commodities for the purpose of sole trading, sole buying purpose or sole selling purpose or to do hedging in food, Agro & Commodity in any of the recognized commodity markets or in any agro market yards.

OBJECT CLAUSE NO. III (A) (4)

To carry on the business of generation and manufacture of Electricity, power, energy by using any of the non conventional sources of manufacturing such as Solar, Wind, Bio Mass, Gas, or any other new source of manufacture of electricity, power or energy and to enter in to the business of marketing, selling, transmission of electricity or power business and including to enter in to Power purchase agreement with any of the State and Central Electricity Boards and/or public/private power generation and distribution company or any nodal company or agency specified by the Government in this regard.

ALSO RESOLVED THAT Mr. Nitin H. Mehta, Chairman and Director of the Company be and is hereby authorized to get the new memorandum of Association printed, file the new objects clause in respective forms along with a copy of this resolution and explanatory statement with the office of the Registrar of Companies and to obtain their approval to the proposed changes as required by law and also authorized to do all such other acts, things, deeds, matters as may be required or necessary for the purpose of giving effect to this resolution.

7. To Consider and if thought fit to pass with or without Modification following Resolution as

SPECIAL RESOLUTION. shift the Registered Office of the Company from Taluka: Sanand Dist: Ahmedabad to Ahmedabad City, Gujarat. RESOLVED THAT pursuant to provisions of section 146 read with section 192A and all other applicable provisions if any of the Companies Act 1956, as also subject to approval by the members of the Company by way of passing of the Resolution in General meeting and also by Postal Ballot means, as also subject to approval of the Registrar of Companies if any, the Registered Office of the Company be and is hereby shifted FROM: 138/A, Vasna Chacharwadi, Village: Vasna, Taluka: Sanand, Dist: Ahmedabad TO : 119, Gr. Floor, Kamdhenu Complex, Opp: Sahajanand College, Polytechnic, Ahmedabad: 380 015, Gujarat State, India. . With effect from the date of passing of this Resolution in General Meeting. RESOLVED FURTHER THAT all the statutory Registers, records, books of Accounts and other such papers of the Company be and is hereby transferred to and shifted to the new registered office within the state with immediate effect. RESOLVED FURTHER THAT Mr. Nitin H. Mehta, Director be and is hereby authorized to intimate about this change in prescribed form No. 18 and also in form no. 23 to the Registrar of Companies, and file the said form under his digital signature and also to intimate to all concerned authorities in time

By Order of the Board of Directors Shree Ganesh Elastoplast Limited

Sd/-

Nitin H. Mehta Chairman Date: 16th July, 2012 Place: Ahmedabad

NOTES:

a) A member entitled to attend and vote is entitled to appoint one or more proxies to attend the meeting and vote instead of him and a proxy need not be a Member. The instrument appointing a proxy shall be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for holding the meeting.

b) Members are requested to advise immediately any change in their address to the company.

c) As a measure of economy, copies of the Annual Report will not be distributed at the Annual general Meeting, therefore, members are requested to bring their copies of Annual Report to the meeting.

d) The Register of Members and the Share Transfer Books of the Company will remain closed from 04/09/2012 to 08/09/2012

e) Members are requested to send their queries, if any, to the Company at least 7 days before the date of the Meeting so as to enable the management to keep relevant information ready.

f) Item No. 6 and 7 of the Notice being Special Resolutions to be passed Under section 17 for change of Main Objects clause and a Special Resolution to be passed under section 146 for shifting of Registered Office of the Company is required to be passed through Postal Ballot as per provisions of the Listing Agreement and also the Companies (Passing of Resolution by means of Postal Ballot) Rules.

g) Copy of Postal Ballot Form is attached herewith. All the postal ballot forms duly filled in properly and signed as per as specimen signature of the shareholders be send in self stamped pre paid envelop at the Registered Office of the Company so as to reach on or before 7th September 2012.

h) The Company has appointed M/s. Kamlesh M Shah & Co., Practicing Company Secretaries, to act as Independent Scrutinizers to ensure that all the procedure for postal ballot is conducted in fair and transparent manner. They will submit their report to the Chairman at 5.30 P.M. on 7th September 2012.

i) The result on Postal Ballot will be declared by the Chairman at the time of Annual General Meeting.

j) Members are requested to carefully read all the instructions printed over leaf of the Postal Ballot form and fill up the form properly and must completely filled up. All incomplete forms will be treated as invalid votes.

AN EXPLANATORY STATEMENT PURSUANT TO PROVISIONS OF SECTION 173 OF THE COMPANIES ACT

1956 TO THE BUSINESS MENTIONED AS SPECIAL BUSINESS IN THE NOTICE CONVENING THE ANN 18TH

ANNUAL GENERAL MEETING OF THE COMPANY.

ITEM NO. 5: APPOINTMENT OF MR. HARISHBHAI R MEHTA AS DIRECTOR OF THE COMPANY: The Board of Directors of the Company has in their meeting held on 16th July 2012 appointed Mr. Harishbhai R Mehta as Additional Director. Mr. Harishbhai Mehta is a Retired Bank Manager. He has more than 30 years of experience in Banking operations, loan and working capital limit sanctioning and monitoring by industry, he has general administrative experience also. Mr. Harishbhai R Mehta will be acting as an Independent Non Executive Director on the Board. He will also be appointed in the Audit Committee of the Board so as to ensure proper financial planning, execution and monitoring of Finance, Accounts, Tax Matters of the Company. His experience as Retired Bankers will benefit the company in the long run as well as also ensure proper transparent corporate governance. Mr. Harisbhai R Mehta’s brief particulars are given elsewhere in this notice and forming part of this explanatory statement. As per provisions of the Companies Act, Mr. Harishbhai Mehta holds the post of Director only up to the date of ensuing Annual General Meeting. However, being eligible for appointment and as some members have proposed his candidature for appointment as Director it is proposed to pass the Resolution. Your directors recommend to pass the same. Except Mr. Harishbhai Mehta, no other director may be deemed to be concerned or interested in the proposed Resolution. ITEM NO 6: AMENDMENT IN THE MAIN OBJECTS CLAUSE OF THE COMPANY BY ADDITION OF NEW BUSINESS ACTIVITIES: The Company intends to expand its business by exploring new sectors. The rubber manufacturing business is now not as remunerative as it was before. Looking to the proposed business opportunity available which is also lucrative business at the same time it is proposed to alter the Memorandum of Association of the Company suitably to enable the company to commence the business of manufacture, market, export of food products, agro products. To trade in forward market and do hedging in Agro & Commodity market. To enter into power purchase agreement with any of the State and Central Electricity Boards and/or public/private power generation and distribution company. To manufacture & generate power by Wind, Biomass, Solar and any other non conventional means. The provisions of section 17 requires the approval of the members in the General Meeting to incorporate such changes in the objects clause of the Memorandum of Association hence the resolution is proposed. Further as the Company’s shares are listed on the stock Exchange, provisions of section 192A also requires to pass this resolution by means of a postal ballot from shareholders. Your directors recommend passing the same as special resolution with requisite majority.

As per instructions given in the postal ballot form attached with this notice, all postal ballot forms duly filled in and signed should reach the Registered Office of the Company on or before 7th September 2012. The Company has appointed Mr. Kamlesh M Shah, Company secretary in whole time Practice to act as the Scrutinizer to ensure system of postal ballot in free and transparent manner. All the shareholders are requested to read the instructions carefully before exercising their right to vote by postal means. None of the directors of the company may be deemed to be concerned or interested in the proposed resolution. ITEM NO.7: SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY IN THE CITY OF AHMEDABAD.

In Gujarat State, the City of Ahmedabad has become a main Business Hub. It is a finance capital of the Gujarat State. Further the City is also adjacent and nearby the state political capital Gandhinagar where all Government offices and secretariat officers are sitting and located. It is most convenient to deal with all government departments in a day to day basis and shifting of the Registered Office will also reduce the administrative expenses for the Company. Further, the City of Ahmedabad is well connected by Road, Rail and Air with the entire India. Many international flights are also coming to Ahmedabad Air Port. There are many star hotels located in the city of Ahmedabad where the company can make necessary arrangements for stay and arrange business meetings with its international cliental. Considering all the above reasons and long term business view it is decided by the Board to shift the Registered Office of the Company from the current plant location in Village: Vasna, Taluka: Sanand, Dist: Ahmedabad to the City of Ahmedabad. This shifting of the Registered office from One Village or city or town to another city, village, town requires approval of the shareholders in the form of a Special Resolution. Further as the company’s shares are listed on the stock exchanges, as per provisions of section 192A of the Act, the company is further required to offer postal ballot facilities to its shareholders. Your directors have appointed Mr. Kamlesh. M. Shah, a Practicing Company secretary as the scrutinizer to ensure the work of postal ballot is completed in a proper and transparent manner. The shareholders are required to send their postal ballot at the Registered Office of the Company in a self stamped envelope duly signed so as to reach the registered office of the Company before 5.00 P.m. of 7th September 2012. The result of the Postal ballot will be declared by the Chairman in the meeting at the time of taking up the business for consideration and voting.

None of the Director may be deemed to be concerned or interested in the proposed resolution.

By Order of the Board of Directors Shree Ganesh Elastoplast Limited

Sd/- Nitin H. Mehta Chairman Date: 16.07.2012 Place: Ahmedabad

INFORMATION ABOUT THE DIRECTORS WHO ARE PROPOSED TO BE APPOINTED/ RE-APPOINTED AT

THE ANNUAL GENERAL MEETING AS PER CLAUSE 49 OF THE LISTING AGREEMENT.

Particulars Nitin.Harshadrai Mehta. Harishbhai Ratilal Mehta.

Director Identification Number. 00471515 05316274

Date of Birth. 04/01/1954 17/05/1945

Age. 58 67

Educational Qualification. B.COM B.A, B.COM, LLB

Experience (No. of Years) 20 YEARS 30 YEARS

Business field in which Experience. RUBBER

MANUFACTURING

BANKING

Date of Appointment as Director in

the Company.

28/03/1994 16/07/2012

Dirctorship held in any other

Company.

MAGNUS RUBBER

INDUSTRIES LTD (UNDER

LIQUIDATION)

N.A.

Member of any Committees of the

Directors in the Company.

AUDIT COMMITTEE,

INVESTOR GRIEVANCE

COMMITTEE

N.A.

Member of any committees of the

Directors in other Companies with

names of the Company.

N.A. N.A.

Member of any Trade Association/

Charitable Organization/ NGOs etc.

N.A. N.A.

DIRECTORS’ REPORT.

The Members,

Your Directors are presenting herewith 18th Annual Report along with the Audited Accounts for the year

ended 31st March, 2012.

FINANCIAL RESULTS:

During the year, the company was not engaged in any commercial business activities. Hence there was no

operational income. The Company has also not earned any other income whether by sale of its old stocks

or interest or sale of scrap etc. The Company has during the year incurred administrative expenditure of

Rs. 22,48,018/- (Previous year was of Rs. 10,000/-). After making provision for depreciation of Rs. 6,20,617

(Previous year was of Rs. 6,20,617/-), the company incurred a net loss of Rs. 28,72,937/- (Previous year

loss of Rs. 6,30,617/-). After making necessary adjustments for prior period expenses and exceptional and

extra ordinary items and taxes, a Net Loss of Rs. 30,83,888/- (Previous year of Rs. 6,30,617/-) is carried to

Balance sheet.

OPERATIONS:

During the year, under review, the company could not carry-out any manufacturing activity due to its plant

has been closed for long time and is not in a position for running. It is also deteriorating and becoming

obsolete day by day. The current condition of the plant and machineries are rusting day by day.

DIVIDEND:

In the view of carried forward losses, your directors do not recommend any dividend for the year under

review.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND OR OTHER DUES:

The Company does not have any amount lying with it as Unpaid/ Unclaimed Dividend which is required to

be transferred to the General Revenue Account of Government of India as per provisions of Section 205C

of the Act. The Company does not have any outstanding liabilities on account of Interest or Principal of

matured / accrued and unpaid/ unclaimed amount of Deposits, Debentures or other such amounts.

CAPITAL STRUCTURE:

There was no change in the Authorized, issued, subscribed or paid up share capital of the company during

the year under review.

BUY BACK OF SHARES:

The Company has not made any Buy back of its equity shares during the year as per provisions of section

77, 77A or other provisions of the Act. The board further report that no such liabilities on account of buy

back of shares if any declared in the past are outstanding.

DEMATERIALIZATION OF SHARES:

The Company has now entered in to Triparty Agreements with National Securities Depository Limited and

also with the Central Depository Services Limited. The ISIN allotted to your company is INE 400 N 01017.

Your Company’s shares are now available for dematerialization with both the depositories. Your directors

recommend to dematerialize the shareholding by every shareholders as the trading in shares on stock

exchange is compulsorily required to be done in demat mode only.

STATUS ON LISTING AND TRADING IN SHARES OF THE COMPANY.

Your Company has now made all the quarterly, half yearly, yearly compliances with the stock exchanges.

The website of the Company www.shreeganeshelastoplastltd.com is now fully operational. All the

information relating to the investors interest as well as all information as per requirements of stock

exchange and listing agreement are available on the company’s website. The Company has paid annual

listing fees of the Bombay Stock Exchange Limited up to and including the financial year 2012-13. The

Trading in shares of the company are now resumed on the BSE Trading terminal. The shares of your

company are now freely tradable in demat mode. All investors can now take benefit of sale/ purchase of

shares in the company as well as new prospective investors can also make investments in shares of the

company through any of the authorized or recognized broker of the BSE.

DISPOSAL OF OLD OBSOLATE MACHINERIES, FACTORY BUILDINGS AND OTHER FIXED ASSETS;

During the year, the Company had proposed and the shareholders have by passing a Special Resolution by

means of Postal Ballot system as per provisions of section 192A of the Companies Act, authorized The

board of Directors of the Company to sale, dispose off the whole or substantially the whole of the

undertaking to manufacture the rubber and plastic parts currently located at Village: Vasna, Vasna

Chacharvadi, Taluak: Sanand, Dist: Ahmedabad to appropriate prospective parties / clients at best

available resale prices as the entire factory building and plant and machineries or its parts are now in

closed and rusting conditions. The Board of Directors have appointed now reputed government approved

valuers to value the assets on as is where is basis. After receipt of their report, the Board will do the

further process of selling the same.

FUTURE BUSINESS PLANS OF THE COMPANY:

Your Directors have decided to close its present business operations of rubber and plastic parts

manufacturing unit. As the said plant is in closed conditions since long time and at present in rusting

conditions with the approval now obtained from the shareholders by means of postal ballot, your directors

have decided to sale or disposs off the whole or substantially the whole of the undertaking of this unit. The

factory buildings will be suitably modified/ reconstructed and the said land will be utilized for new

business activities such as Agro food products procurement, processing, packing, repacking etc. As your

company’s current plant is located near Bavla, Dholka, Sanand, Bhal Pradesh of Gujarat which are largest

growers of Rice, Wheat and Grams (Chana), there are good potentiality to establish an Agro and food

processing industry in this area. Further, the agro and food processing industry has bright future looking to

the increasing population of the country as well the changing life style of the people in the Gujarat state

due to rapid industrialization and upgradation in the life style of the people of Gujarat. Considering the

above, it is proposed to change the Main objects clause of the Memorandum of Association of the

Company. Your directors recommend to pass the resolution with requisite majority.

REVALUATION OF THE FIXED ASSETS OF THE COMPANY:

The management of the company has thought fit and proper to revalue the fixed assets of the Company

considering the steep rise in the prices of the real estate, land, buildings etc. in the state of Gujarat as well

as the nearby areas. This revaluation is made only to the extent of the deemed market price (Jantri price),

the minimum upset value of land fixed by the Government of Gujarat for the land located in the area. This

is done to represent the real marketable value of assets and true and fair value of the assets owned by the

company in the financial statements. This true and fair representation of the assets and other business of

the company will also help the company in raising required financial resources for the future business

activities of the company.

CORPORATE GOVERNANCE:

Report on Corporate Governance and management discussion and analysis as required vide Clause-49 of

the Listing Agreement along with Management Discussion and Analyses report, Auditors Certificate are

annexed to this report.

DEPOSITS:

The company has not invited or accepted any Deposit, Loans or finance from the public in violation of

section 58A or any rules made there under.

DIRECTORS:

Mr. Harshadlal Trambaklal Mehta has expressed his unwillingness to continue as Director of the

Company. Mr. Harshadlal T Mehta, retires by rotation at the ensuing Annual General Meeting. Accordingly,

it is proposed not to reappoint him as Director at the ensuing Annual General Meeting. The Board has also

decided that no other person be appointed as Director in his place. Mr. Nitin Harshadrai Mehta also

retires by rotation at the ensuing Annual General meeting. Your directors recommend to appoint him by

passing requisite resolutions as proposed in the Notice. Mr. Harish Ratilal Mehta, was appointed as

Additional Director by the Board on 16th July 2012. He holds office as such only up to the date of ensuing

Annual General Meeting. However the company has received notices from some members along with

requisite deposit proposing his candidature as director. Accordingly a resolution proposing to appoint him

as regular director of the company is proposed to be passed. Your directors recommend to pass the same

with requisite majority,

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section – 217(AA) of the Companies Act, 1956, your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any

accounting standards mentioned by the auditors in their report as not complied with, all other

applicable accounting standards had been followed along with proper explanation relating to

material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are responsible 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 after the profit or loss of the

company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the 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) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E):

a) Conservation of Energy: -NIL- (As the company is not in operations throughout the year)

b) Technology Absorption: In the view of no business activity, the question of technology absorption does

not arise.

c) There are no foreign exchange earnings and outgo during the year.

PARTICULARS OF EMPLOYEES:

There are no employees in the company drawing salary/ remuneration in excess of the limits specified in

the rules, hence, the statement as required under Section – 217(2A) of the Companies Act, 1956 read with

the Companies (Particulars of Employees) Rules, 1975 has not been furnished.

AUDITORS:

M/s Sunil Dad & Co., Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting

and the Company has received their consent under provisions of Section – 224(1B) of the Companies Act,

1956. You are requested to appoint them as auditors for the year 2012-13.

AUDITORS REPORT AND OBSERVATION:

The various observations made by the auditors in their report dated 16/07/2012 are self explanatory and

properly explained in Notes forming part of the accounts attached herewith. However, full explanation on

each of the observation of the auditors as under:

(1) NON DISCLOSURE OF NAME OF PARTIES AND THEIR DUES BELONGING TO SMALL SCALE SECTOR:

At the year end, the company has total outstanding Sundry creditors of Rs. 5,22,336/- only. Whereas

total creditors for expenditure is Rs. 1,05,555/-. As the Company is not in operations since last 5 years

or more and no claims from any sundry creditors are received during the year, in absence of proper

supporting proofs from creditors it is difficult for the management to segregate the dues belonging to

SSI Creditors. Hence, the information is not given in the Accounts separately.

(2) No provision has been made for doubtful debts / loans & advances aggregating to Rs.

1,89,60,309/-

The Management of the Company is in process of recovery of this outstanding amount. The procedure

is also followed by legal notices to each of the parties and the company is also in talks with each of the

parties in a business like manner for its total recovery. There are bright hopes and changes for their

recovery hence, no provision has been made.

(3) Acquisition of shares in earlier year of a company being sick company under the same management for Rs. 28,30,459/-.

These shares of group company M/s. Magnus Rubber Limited is acquired long back even before the

said company had become sick. During the year there was no change in investment. No fresh

investment has been made by the Board during the current year. The trading in shares of M/s. Magnus

Rubber Limited has been suspended by the Stock exchange hence, it is not quoted. The said Company

has gone In to liquidation and is at present with the Official Liquidator for winding up process. The

company will make the provision for this amount by writing off the investment now in the next

financial year.

(4)Non provision of obsolete stock of Rs. 12,30,000/- as well as diminution in value of shares Rs.

42,46,459/-.

The Company is in process of selling/ disposal off of the stock lying at its factory premises. It has also invited quotations, tenders from various agencies. The stock will be disposed off in one lump sum go. After considering the net realizable value of stock being sold in auction, necessary provision for its loss will be made in the books of account at the appropriate time. In fact, the Company has passed postal ballot resolution under section 293(1)(a) for sale/ disposs off of the old obsolete parts, machineries and entire unit as a whole which has not become obsolete and is now in rusting conditions. The board is now empowered to do the process. The accounting of this transaction will be completed in the next financial year.

(5) NON PROVISION OF UNDISPUTED TAX LIABILITIES:

The Amount of undisputed tax liabilities shown in the Auditors report are relating to previous years vary old in nature. This liability has been calculated by the Auditors as Sales tax amount and CST amount of tax difference due to non receipt of C Forms from various parties. This is a very old matter. The Company has also not received any notices for recovery of the same from the department/ authorities or no such papers are traceable. However, the auditors have continued with to put their remark in their report.

(6) ACCOUNTING MADE ON GOING CONCERN BASIS:

The Company is still incurring expenditure in the form of administrative expenses. The Company’s shares are at present listed on stock exchanges. The Company has during the year paid all dues of stock exchanges. The Company has also paid financial penalty if any imposed by BSE for removal of suspension from Trading. The Company has appointed full fledged Registrar and Share Transfer Agent. The Company has signed tripartite agreements with NSDL and CDSL and has paid their fees. Thus administratively the company is operational. The Company has passed resolution under section 293(1)(a) authorizing the Board to disposes off all old and obsolete plant, machineries, and other assets to the best of their value. The Company has during the year revalued its fixed assets (Land) to represent the true and fair value of its assets. The company proposes to revive its entire business operations by commencing of the new profitable business activities. Necessary resolutions are proposed to be passed in the General meeting authorizing changes in the objects clauses of memorandum of Association of the Company. Considering all the efforts put in by the management of the company for the revival of entire business operations and business activities from all sides, the financial accounts of the company are prepared by the management on a going concern basis.

AUDIT COMMITTEE:

The Company has formed the audit committee within the organization in compliance to section 292A and also in compliance with clause 49 relating to Corporate governance as per listing agreement. The Complete details are given in corporate governance report attached herewith and forming part of this report.

MATERIAL CHANGES:

No material changes have taken place after the close of the financial year and up to the date of this report which may have substantial material bearings on the operations of business and finances of the company and which are required to be reported in the report of the board of directors.

ACKNOWLEDGEMENT:

Your directors take on record and acknowledge the devotion made and hard work put by its advisors, consultants, bankers, various government authorities, stock exchanges, professionals and all other persons, institutions associated with the company at all levels.

On behalf of the Board of Directors Of Shree Ganesh Elastoplast Limited

Place: Ahmedabad Date: 16.07.2012 Sd/- (Nitin. H. Mehta) Chairman

MANAGEMENT DISCUSSION AND ANALYSIS REPORT FORMING PART OF DIRECTORS REPORT AND ALSO A REPORT ON CORPORATE GOVERNANCE ATTACHED TO DIRECTORS REPORT. CURRENT STATUS OF THE COMPANY:

The Company’s factory plant and its technology are now obsolete. Due to accumulated financial losses

the company is not in a position to raise funds by way borrowing from banks or financial institutions for

up gradation of the technology. The current status of the financial position of the company does not

warrant commencing or carrying on or continue to carry on the business activities as it will simply lead

further rise in financial loss and liabilities only. Accordingly, directors have closed its plant and

manufacturing activities since long time. Due this action, the plant and machineries of the Company are

now not in operation, it is in closed conditions and is deteriorating and rusting day by day.

FUTURE COURSE OF ACTION FOR REVIVAL:

In the current scenario, the management has decided to put all its efforts in realization of Investment,

Loans and current assets, sundry debtors etc. so that it has required sufficient financial resources at least

to run its fixed cost expenses. The management has already discharged its employees at factory work

place and has also reduced its administrative staff to reduce overall cost. Major work of accounting,

books keeping and record keeping including taxation, legal etc. are being either outsourced or assigned

to independent consultants on reasonable fees so that recurring expenses are reduced and no fixed cost

are incurred. The fees are normally negotiated on result based and work performance based only.

DISPOSAL OF EXISTING ASSETS AND COMMENCEMENT OF NEW BUSINESS ACTIVITIES POSSIBILITIES

EXPLORED:

Looking to current situation, the management has decided that with the consent of the members from

General meeting as well as appropriate authorities, the company proposes to disposes off its current

plant, machineries and other fixed assets which are obsolete and in rusting conditions. With the available

sale proceeds and recovery of other current assets, the company will explore new business avenues of

venture in to Manufacturing, processing, procuring, packing, re packing, storing of agro and food

products, establishment and running of cold chain storage system, cold storage logistic systems for agro

and food commodities, do business of trading in market yard for acquiring of agro commodities, make

hedging in commodities future markets etc. business. The food processing industry has good future

looking to the changing life style of people in the urban areas, establishment of mall culture, growing

economic and purchasing power of people, work culture etc. This business requires low capital

investment. With the starting of the new business as proposed with the requisite approvals, the

management is hopeful of revival of the company and its financial position within next 5 years.

CAUTIONARY STATEMENTS:

The statements made in the report are based upon assumptions and expectations of future events.

Actual results could however differ in future. The company assumes no responsibility in respect of

forward looking statements that may be amended or modified later on the basis of subsequent

developments, information and also subject approvals, consents of members in AGM/ EGM and also

subject approvals from various government agencies, departments, etc. Any future non compliances or

non performance may occur in the event of non receipt of such approvals, consents or any other events

which may occur in future beyond the control of the management or company.

ANNEXURE-A TO DIRECTORS’ REPORT

REPORT ON CORPORATE GOVERNANCE.

CAUTION:

During the financial year and for the period from 1st April, 2011 to 30th April, 2012, the Company was making full compliance with the code corporate Governance as mentioned and as required by the provisions of Clause 49 of the Listing Agreement. Further the company has also now formed the Audit Committee as per requirements of Section 292A of the Companies Act 1956. W.e.f. 30th April, 2011 the company has appointed Mr. Mihir Rameshchandra Shah, Mr. Mayukh Jadevprasad Pandya and Mr. Bharatkumar Vinodchandra Mashruwala, as Non Execute, Non Promoter, Independent Directors on the Board of Directors. However, w.e.f. 1st May 2011, the constitution of the Board of Directors is in compliance with the requirements of code of Corporate Governance. This report gives complete information as per clause 49 of the Listing Agreement; however, during the financial year 2011-12 the company was in compliance with the code of corporate governance fully, hence, investors should read this report accordingly. CORPORATE PHYLOSOPHY: The Company believes that good corporate governance practices enable the Board to direct and control the affairs of the Company in an efficient manner. At the same time it is also providing transparency in all its day to day management and administration of the business and affairs of the company. Timely information to investors, creditors, institutions, bankers, general public in proper manner also provide them with an opportunity to take right decision on investment in the company whether by way of equity or by debt instrument or even by financing or by making business transactions. The various systems of control and monitoring, suggestive and advisory guidance received from non executive, independent directors improve the health of the system of administration and also put a check on the middle management. COMPANY’S STRATEGY: As per provisions of the Listing Agreement clause 49 the company is required to implement and introduce the system of corporate governance within the organization and company. In compliance with the same the Company is adhering to comply with the requirements of the same by publishing the financial information and shareholder relevant information in time through the channel of stock exchange. The Company has also created and developed a full fledged operation website www.shreeganeshelastoplastltd.com which disseminates all the relevant information for the benefit of investors and general public. In addition the Company has also formed within the company various committees which are in compliance with the listing agreement guidelines.

BOARD COMPOSITION AND ATTENDANCE OF DIRECTORS AT MEETINGS: The Company’s present Board of Directors comprises of 6 Directors out of which 2 are Promoter Directors and 4 are Non Promoter independent directors. The Chairman of the Company is promoter however he is Non Executive. The Company is meeting with the criteria of having more than 50% Non Promoter, Non Relative and Independent Directors as per requirements of the clause 49 of the Listing Agreement. The Present Composition of the Board of Directors is as under:

2. COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION: (A) AUDIT COMMITTEE: The audit committee of the Board of Directors is as under:

Sr. no. Name Type No. of Meeting Attended

1. Shri Nitin. H. Mehta Chairman 4

2. Shri Mihir. R. Shah Member 4

3. Shri Bharatkumar V Mashruwala Member 4

(B) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Shri Nitin H Mehta as Chairman and includes other director namely Shri Mihir R Shah, who is Commerce Graduate and a reputed Share & Stock Broker of

Name of Director Designation Type Executive / Non

Executive

No. Board Meeting Attended

Mr. Nitin. Harshadlal. Mehta

Chairman and Managing Director

Promoter and Director.

Executive 6

Mr. Harshadlal Trambaklal Mehta

Director Promoter and Director

Non Executive

6

Mr. Mihir Rameshchandra Shah

Director Non Promoter and Director

Non Executive

6

Mr. Mayukh Jaydevprasad Pandya

Director Non Promoter and Director

Non Executive

6

Mr. Bharatkumar Vinodchandra Mashruwala

Director Non Promoter and Director

Non Executive

6

Mr. Harish. R. Mehta. Appointed w.e.f. 16/07/2012

Director Non Promoter and Director

Non Executive

NIL

Ahmedabad Stock Exchange Limited. The Committee has also nominated Shri Bharatkumar V Mashruwala, another committee member. He is a graduate and a businessman having more than 15 years of experience. The Finance consultants is acting as coordinator who is regularly giving feed back on daily financial and accounting position of the company to the committee. In fact all the directors and Committee members have more than 15 years of industrial experience. The Chairman Mr. Nitin H Mehta has an experience of dealing in plastic and rubber industrial and industrial intermediate, industrial consumer products, procurement of raw materials at right time and marketing of products.

The Committee meets at least once every quarter and prepare its minutes on the proceedings and

business discussed, transacted. The Committee Reports to the Board and take action on Report and recommendations of the Board of Directors. All committee Reports and minutes are placed before the Board in all its meetings for information, guidance, directions and taking the same on record. In addition the Committee obtains guidance from the statutory auditors and other professionals of corporate repute from time to time to make timely compliances and payment of statutory dues.

Other functions, powers, duties etc. of the committee are defined taking in to account the legal

provision of the Listing Agreement and the same are kept flexible to be decided by the Board from time to time.

(C) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

The Audit Committee oversees the Company’s financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of their remuneration, to review and discuss with the Auditors about internal control systems, the scope of auditor including the observation of the Auditors, adequacy of the internal audit system, major accounting policies, practices and entries, compliance with accounting policies, practices and entries, compliance with accounting standards and Listing Agreement entered in to with the Stock exchanges and other legal requirements concerning financial Auditors any significant finding there on, to review the Quarterly, Half Yearly and Annual Financial statement before they are submitted to the Board of Directors. The Committee also meets the operating management personal and reviews the operations, new initiatives and performance of the business units. Minutes of the Audit Committee meeting are circulated to the Member of the Board, discussed and taken note of. Other duties include review of factory operations, cost control method, systems, inventory management systems, production programmes, logistic management for movement of goods, disposal of scrap and non usable goods and materials, their accounts, legal and corporate taxation compliances etc.

(3 ) INVESTOR GRIVANCE COMMITTEE

(A). TERMS OF REFERENCE: To look into the complaints, if any and redress the same expeditiously. Beside, the committee approves allotment, transfer & Transmission of shares, Debentures any new certificates on split \ consolidation \ renewal etc. as may be referred to it by the Committee. In addition the committee also looks in to the stock exchange listing agreement compliances and also the shareholder and general public interest information through proper media and stock exchanges from time to time.

(B). FORMATION: The Investors Grievance Committee presently comprises all Non Executive Directors. During the year the Committee held 12 meeting (Last Saturday of every month) The Attendance of Members at the Meeting was as follows :

Sr. no. Name Type No. of Meeting Attended

1. Shri Mihir. R. Shah Chairman 12

2. Shri Mayukh J Pandya Member 11

3. Shri Nitin H Mehta Member 10

(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:

The company has merged in this committee its earlier committee of share Transfer. This Committee looks in to all aspects and business related to Shares, Bonds Securities and retail investors. The committee also looks after the Dematerialization process of equity shares. The Committee is also empowered to keep complete records of shareholders, Statutory Registers relating to shares and securities, maintaining of the complete record of share Demated, Investors Grievances, complaints received from investors and also from various agencies.

The committee has also appointed Mr. Kamlesh M Shah Practicing Company secretary as consultants to look after the legal cases and problems relating to the investors, shares securities etc.

The committee meets every month to approve all the cases of shares Demat, transfer, issue of

duplicate and resolution of the investors’ complaints, submission of information to various statutory authorities like NSDL / CDSL SEBI stock Exchanges Registrar of companies periodically and from time to time.

Other function roles duties powers etc. have been clearly defined in line with the clause 49 of the

Listing Agreement and kept flexible for medication by the Board from time to time.

(4) REMUNERATION COMMITTEE The Company is not paying any remuneration to all its Directors. As the Company has no business commercial activities, it has not earned any profit and has long overdue accumulated losses in its books of accounts; hence, it is not paying any sitting fees or commission of net profit or any other remuneration in kinds to any of its Directors. The Company does not have any Key Managerial Personnel receiving remuneration of more than Rs.2, 00,000/- Per Month. The Company is regular in labour compliances and payment of statutory labour dues with relevant authorities in time. In view of the size of the company and its financial operations, no remuneration committee is formed within the organization. Further except the cash salary and allowances no other benefits in the form of stock options or ESOP etc. are being offered to any Directors of the Company or to any key managerial personnel’s for the year. NO OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:

Name of the Committee No. of Meeting held

Board 6

Audit Committee Of Board 4

Investor Grievance Committee 12

DIRECTORS PRESENT AT THE LAST ANNUAL GENERAL MEETING DATED SEPTEMBER 30, 2011.

Sr. No.

Name of the Directors Designation

1. Shri Nitin H Mehta. Chairman & Director

2. Shri Harshadrai T Mehta. Director & Compliance Officer

DETAILS OF ANNUAL GENERAL MEETING HELD DURING THE LAST 3 FINANCIAL YEARS: Date Time Venue Special Business if any

resolutions passed.

29/09/2009 11.00 A.M.

Plot No. 138/A, Sarkhej Bavla Road, Village: Vasna Chacharvadi, Taluka: Sanand, Dist: Ahmedabad: 382 210

NO

29/09/2010 11.00 A.M.

Plot No. 138/A, Sarkhej Bavla Road, Village: Vasna Chacharvadi, Taluka: Sanand, Dist: Ahmedabad: 382 210

NO

30/09/2011 11.00 A.M.

Plot No. 138/A, Sarkhej Bavla Road, Village: Vasna Chacharvadi, Taluka: Sanand, Dist: Ahmedabad: 382 210

NO

EXTRA ORDINARY GENERAL MEETINGS:

No Extra Ordinary General Meetings were held during the year.

PASSING OF THE RESOLUTIONS BY POSTAL SYSTEM:

The company had during the passed a Resolution under section 293(1)(a) of the Companies Act 1956 by menas of postal Ballot. At the last Annual General Meeting no resolution was passed by postal ballot. However, at this ensuing Annual General Meeting two resolutions under section 17 and 146 read with section 192A are required to be passed by means of Postal ballot. Your directors recommend to go through the special instructions sheet and postal ballot form. All postal ballot forms are required to be send to the company’s registered office in a prepaid stamped envelop only. All postal ballots are required to reach the company’s office on or before 5.00 p.m. of 7

th September 2012. The result on postal ballot

will be declared by the chairman at the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report are forming part of the directors’ report also of the Corporate Governance Report is separately given elsewhere.

DISCLOSURES:

A MATERIALLY RELATED PARTY RRANSACTION:

During there was no financial or business transactions made by the company with the related parties of Directors or the Key managerial persons. The details given in the Auditors report or the Balance sheet and other financial statements relating to previous year and are the outstanding balances carried forwarded during the year. As there was no transactions with the parties listed in the Register under section 301 of the Companies Act 1956 during the year no approval of any authority was required.

B DETAILS OF LEGAL COMPLIANCES:

The Company is regular in filing of Balance Sheet and other records with Registrar of Companies, Stock Exchanges, Filing of Income Tax return, sales tax returns, submission of quarterly financial results, shareholding patterns other documents with the stock exchanges etc. Except the shares delisted by the Stock exchange Mumbai, no other penalties whether financial or legal is imposed on the company by any authorities.

C DETAILS OF NON COMPLIANCE

There were no penalties imposed on the company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

MEANS OF COMMUNICATIONS:

A. ESTABLISHMENT OF INTERNAL MANAGEMENT INFORMATION SYSTEMS:

The company has established the Management information system whereby each and every function departments are providing their performance heads. The functional heads have autonomy for redressed of problems and HRD problems or functional problems at their own level. Any problems requiring policy decisions are being intimated to Audit Committee for redressed or amendments in the policy and procedure. The progress reports are being regularly on monthly basis intimated to the Audit committee through the Financial Officers of the company who in turn put the same to Audit Committee. All the Investors grievances officer or share department related queries are addressed to the compliance officer who in turn put the same before the investors Grievances Committee.

B. INFORMATION SYSTEM BETWEEN COMMMITTEE AND THE BOARD:

Both Audit committee and Investors Grievances Committees receive periodical regular information from the concerned function heads, and after resolution of all the problems re-communicate the same to functional heads for further communications and implementation of any suggestions. The progress report and minutes of all meetings held of both the committees are being placed before the Board for information and information and taking the same on records.

C. INFORMATION SYSTEM BETWEEN THE COMPANY AND INVESTORS:

The Company is regularly taking on record the unaudited financial results on quarterly basis as per requirements of the Clause 41 of the listing Agreement and the same are published in English and Gujarati News Papers in time. Further these original paper cutting are also being submitted to stock Exchanges in time. The material information relating to the business of the Company is being intimated to the Stock Exchange who in turn publishes the same in their daily official bulletin. The Audited Financial Balance Sheet is being dispatched to every shareholder in time at their registered addresses. STATUTORY COMPLIANCE MADE AND RETURN ETC. FILED: The Company has duly complied with the provision of the companies Act 1956, all the provisions of the Listing Agreement. The Company has also filed various unaudited financial results, Balance Sheets, Income Tax returns and other statutory returns with all the authorities in time. There were no defaults made in any such compliance during the financial year and no legal action of any nature has been taken against the company or its officers / directors.

OTHER DETAILS

INVESTORS GRIVANCE DEPTT : Plot No. 138/A, Sarkhej Bavla Road, Village: Vasna Charcharvadi, Taluka: Sanand, Dist: Ahmedabad: 382 210 E.mail: ganeshelastoplast@gmail.com

BOOK CLOSURE DATE : September 04, 2012 To : September 08, 2012. (Both days Inclusive)

REGISTRAR AND SHARE : Skyline Financial Services Pvt Ltd TRANSFER AGANT D-153 A, 1

st Floor,

Okhla Industrial Area Phase-I New Delhi: 110 019. Phone: 91-011-30857575/ 26812682/83 Telefax:91-011-30857562 E.Mail: admin@skylinerta.com Website: www.skylinerta.com

ISIN NUMBER OF THE COMPANY : INE 400 N 01017

DIVIDEND PAYMENT PROGRAMME : No dividend is recommend : For the year.

DETAILED PROGRAMME OF THE : Date : 08th September, 2012 18TH ANNUAL GENERAL MEETING : Day : Saturday : Time : 11.00 A.M. : Venue : Plot No.138/A, Sarkhej Bavla Road, Village: Vasna Chacharvadi, Taluka: Sanand, Dist: Ahmedabad: 382 210

LISTING DETAILS : Equity Shares of the Company are Listed on following Exchanges The Stock Exchange, Ahmedabad The Stock Exchange, Mumbai SCRIP CODE : ASE Code 34000

BSE Code 530797

STOCK EXCHANGES ADDRESS:

The Stock Exchange Ahmedabad, The Stock Exchange, Mumbai, 1st Floor, Kamdhenu Complex, 1st Floor, Rotunda Building, Near Panjara Pole, Ambawadi, P.J. Towers, Dalal Street, Fort, Ahmedabad: 380 009. Mumbai: 400 001.

INVESTORS GRIEVANCE OFFICER: Shri Nitin., H. Mehta, Director & Compliance Officer Shree Ganesh Elastoplast Limited,

Registered Office, at Ahmedabad. . STATUS ON INVESTORS COMPLAINTS: Beginning of the Year. NIL Received during Year. NIL Resolved during Year. NIL Outstanding end Year. NIL

Market Quotations And Number Of Shares Traded During The Financial Year Ended On 31/03/2012.

The trading of the company was inactive on the Stock Exchange, Ahmedabad due to non trading activities on the floor Ahmedabad Stock Exchange. The trading in Shares of the Company was also suspended by the Stock Exchange, Mumbai due to non compliance with Listing Agreement and non submission of periodical statements, information etc. Hence, no market prices for shares of the company are available up to 31st March 2012. However, now w.e.f. May 2012, the trading in shares are resumed by the stock exchange at BSE. The shares are traded in demat form only. All shareholders are required to dematerialize their shareholding before doing trading. WEIGHTAGE OF COMPANY’S SHARES IN SENSEX AND PRICE MOVEMENT OF SHARES WITH

MOVEMENT OF SENSEX CO-RELATION.

The Company’s shares are not included in the List of Companies for SESEX Calculation. It is not part of SENSEX Group Company. The company’s share prices are quoted at very minimal rate. Its prices are not comparable with the sensex and its movement effect. CATEGORY WISE SHAREHOLDING PATTERN:

S r.No. Category of Shareholders. No. of Shares held Voting Strength %

1. Promoters, Directors, Relatives and Associates.

1,11,500 2.03

2. Foreign Holding (Non-Resident) 6,72,500 12.22

3. Mutual Funds 1,50,000 2.73

3. Corporate Bodies. 23,48,600 42.69

4. Public Shareholders. 6,38,700 11.61

5. Top Holders 13,33,200 24.23

6. Others. 2,48,000 4.49

Total 5502000 100.00

DATE: 16th July 2012 ON BEHALF OF THE BOARD OF DIRECTORS PLACE: AHMEDABAD. OF SHREE GANESH ELASTOPLAST LIMITED SD/- (NITIN H MEHTA) CHAIRMAN & DIRECTOR.

COMPLIANCE WITH THE CODE OF CONDUCT FOR BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

To, The Members, Shree Ganesh Elastoplast Limited Ahmedabad.

I, Nitin H Mehta, Chairman of the Company, hereby certify that all the Board Members and

Senior Management Personnel of the Company have affirmed their compliance with the Code of

Conduct in accordance with Clause-49.I.D of the Listing Agreement entered into with Stock

Exchange.

As required by Clause 49 of the Listing Agreement, Certificate of Compliance with the Corporate

Governance Requirements by the Company issued by Auditors is given as an annexure to the

Directors’ Report.

We further confirm that during the year, none of the Directors or any of the Key managerial

persons had done any trading in shares of the Company in the secondary market. Further the

company had not made any allotment of shares to any Directors or any of the key managerial

personnel during the year.

The above Report was adopted by the Board at their meeting held on 16th JULY, 2012.

For and On Behalf of The Board Of Directors Shree Ganesh Elastoplast Limited

SD/- Date: 16TH JULY, 2012 (Nitin H Mehta) Place: Ahmedabad Chairman & Director

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY

We, Nitin H Mehta, Chairman of the Board of Directors and also Chairman of an Audit Committee and Mr. Mihir. R. Shah Member of Audit Committee of Shree Ganesh Elastoplast Limited, do hereby certify that:

(a) We have reviewed the financial statement and the cash flow Statement for the year and to the best of our knowledge and belief; (i) These statements do not contain any materially untrue statement or omit any material fact or contain

statement that might be misleading.

(ii) These statement together present a true and fair view of the Company affairs and are in compliance with existing accounting standards, applicable laws, and Regulations.

(b) As per the best of our knowledge and belief, no transactions entered into by Shree Ganesh Elastoplast Limited during the years which are fraudulent, illegal of volatile of the company’s Code of Conduct.

(c) We are responsible for establishing and maintaining internal controls for financial reporting in Shree Ganesh Elastoplast Limited and we have evaluated the effectiveness of the internal control system of the company pertaining to financial reporting. We have disclosed to the auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the audit Committee:

(i) Significant changes in internal controls over financial reporting during the year. (ii) Significant changes in accounting policies during the year and the same have been

disclosed in the notes to the financial statements.

(iii) Instance of Significant fraud of which we have become aware and the involvement therein, if any, of the management of an employee having a significant role in the

Company internal control system.

(e) We affirm that we have not denied any personal access to the Audit Committee of the Company (in respect of matters involving alleged misconduct, if any.)

(f) We further declare that all Board Members and Senior management have affirmed compliance with the code of conduct for the current year.

For and On Behalf of the Board of Director of Shree Ganesh Elastoplast Limited

SD/- SD/- Place: Ahmedabad (Mihir. R. Shah) (Nitin H Mehta) Director Chairman & Director Date: 16

th JULY, 2012 Chairman-Audit Committee

AUDITOR’S REPORT ON COMPLIANCE OF CORPORATE GOVERNANCE.

To The Members, SHREE GANESH ELASTOPLAST LIMITED

We have examined the compliance of conditions of Corporate Governance by Shree Ganesh Elastoplast

Limited, for the period ended on 31st March, 2012 as stipulated in Clause 49 of the Listing Agreement of

the said Company with Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination was limited to procedure and implementation thereof, adopted by the Company for

ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we

certify that the company has partly complied with the requirements and conditions of corporate

governance as stipulated in the above mentioned listing agreement except for the Audit Committee

which also consists of Promoters and directors.

We state that generally no investor grievances are pending for a period exceeding one month against

the Company as per the records maintained by the company.

We further state that such compliance is neither an assurance as to the future viability of the company

nor the efficiency or effectiveness with which the management has conducted the affairs of the

company.

For, Sunil Dad & Co., Chartered Accountants

Date: 16/07/2012 Sd/- Place: Ahmedabad

(Praveen Toshniwal)

Partner M. No. 121017

AUDITORS’ REPORT To, The Members, Shree Ganesh Elastoplast Limited, Ahmedabad. 1. We have audited the attached Balance Sheet of Shree Ganesh Elastoplast Limited as at 31

st March,

2012 and the Profit and Loss Account for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor’s

Report) Amended order 2004, issued by the Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that : (a) we have obtained all the information and explanations which, to the best of our knowledge and

belief, were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors of the Company as on 31st

March, 2012 and taken on record by the Board of Directors, none of the Directors of the Company is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes to the accounts, subject to the

following: a) Information regarding outstanding liability of Small Scale Industries, required to be

disclosed as per Notification No. GSR 129(E) dated 22nd

February, 1999 issued by the department of Company Affairs, Ministry of Law, Justice and Company Affairs, has not been disclosed for want of details.

b) No provision has been made for doubtful debts / loans & advances aggregating to Rs. 1,89,60,309/-.

c) Non provision of obsolete stock of Rs. 12,30,000/-

give the information required by the Companies Act, 1956 in the manner so required and gives

a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March

2012; and

(ii) in the case of the Profit and Loss Account, of the losses of the Company for the period

ended on that date.

(iii) in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

FOR SUNIL DAD & Co. Chartered Accountants

SD/- PRAVEEN TOSHNIWAL Partner Mem. No. 121017 Place : Ahmedabad Date : 16.07.2012

Annexure to the Auditors’ Report (Referred to in paragraph 3 of our Report of even date) (i) (a) The Company has maintained proper records showing full particulars including quantitative details

and situation of fixed assets. (b) The fixed assets of the company are physically verified by the management according to phased

program designed to cover all the items once in period of three years which in our opinion is reasonable having regard to the size of the company and nature of its assets. Pursuant to program, a physically verification of Data processing equipments and vehicles was carried out during the period by the management and no material discrepancies between the book records and physically inventory have been noticed.

(c) The Company has not disposed of any substantial part of its fixed assets during the period as

would affect its going concern status. (ii) (a) As explained to us, the inventories (also which are in dematerialized form) have been physically

verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the procedure of

physical verification followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, no material discrepancies noticed on physical verification of stocks, as compared to

books records. (iii) (a) As per the information and explanations given to us, the Company has outstanding loans, secured

or unsecured, amounting to Rs. 1,03,99,969/- (including interest receivable on loans as per books) to one company in which, Directors are interested granted to a company under same management and declared sick company being the parties covered in the Register maintained under Section 301 of the Companies Act, 1956. No interest has been charged on above said loan since 01/04/2008 as per the accounting practice followed by the company. As the said loan has become doubtful of recovery, the principal as well as interest charged in books upto 01/04/1998 has become prejudicial to the interest of the company.

(b) During the year, Company has taken loans, secured or unsecured, amounting to Rs. 24,11,845/-

from one party covered in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the question of comment on internal control does not arises in view of suspension of activities by company.

(v) In our opinion and according to the information and explanations given to us, no transactions the

particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 need to be entered in the Register maintained under that Section;

(vi) In our opinion and according to the information and explanations given to us, during the period under

review the Company has not accepted any deposits from the public under the meaning of Section 58A and 58AA of The Companies Act, 1956 and rules framed there under.

(vii) The company has yet not set up internal audit system. Further, there was no activity conducted during

the year under review.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the class of companies to which the Company belongs.

(ix) (a) According to the records of the Company, statutory dues including Provident Fund, Investor

Education and Protection Fund, Employees’ Insurance, Income Tax, Sales-tax, Customs Duty, Cess, and other statutory dues are not applicable to the company.

(b) According to the information an explanations given to us, the undisputed statutory dues payable

which are outstanding as at 31st March, 2012 for a period of more than six months from the date

they became payable.

Name of the statue Nature of the dues Amount (Rs.) Other particulars Central Sales Tax Sales Tax

192882 Period: Earlier Years

Due date: Not ascertainable Date of payment: Not paid

Central Sales Tax Sales Tax

123594 Period: Earlier Years Due date: Not ascertainable Date of payment: Not paid

(c) The particulars of dues as at the year end, with regard to said items, which have not been paid on account of disputes, are NIL

(x) The company has accumulated losses at the end of the Financial Year and it has incurred cash losses

in the current and immediately preceding financial years. However, the accumulated losses of the company does not exceed its share capital as at the end of the financial year.

(xi) As per the information and explanations given to us, the Company has not obtained any financial

assistance from financial institutions or banks and hence, the clause is not applicable. (xii) As per the information and explanations given to us, the Company has not granted any loan or advance

on the basis of security by way of pledge of shares, debentures and other securities. (Xiii) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not

applicable to the Company. (xiv) The company is not dealing in or trading in shares, securities, debentures and other investments.

Accordingly, this clause in not applicable. (xv) As per the information given to us, the Company has not taken any term loan or given any guarantee

for loans taken by others from banks or financial institutions. (xvi) In our opinion and according to the information and explanations given to us, and on the basis of overall

fund flow position, we report that company has not taken any loans during the year under review. Therefore, the comment on its application has not been made.

(xvii) In our opinion and on and overall examination, the balance sheet of the company, we report that long

term funds aggregating have been used for short term purposes as well as financing losses. (xviii) The Company has made during the financial year under review, no preferential allotment to parties

covered in the register maintained under Section 301 of the Companies Act, 1956. (xix) The Company has not issued any debentures during the period under review.

(xx) The Company has not raised any money by public issue during the period under review. (xxi) According to the information and explanations given to us, no fraud on or by the Company has been

noticed or reported during the period under review.

FOR SUNIL DAD & CO. Chartered Accountants

SD/- PRAVEEN TOSHNIWAL Partner Mem. No. 121017 Place: Ahmedabad Date: 16.07.2012

Particulars Note No

Figures as at the end of current

reporting period

Figures as at the end of previous reporting period

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds (a) Share Capital 1 55,020,000 55,020,000 (b) Reserves and Surplus 2 -11,503,956 -22,218,469

(2) Current Liabilities (a) Short-term borrowings 3 2,411,845 0 (b) Trade payables 522,336 522,336 (c) Provision for Expenses 105,555 0

Total 46,555,780 33,323,867II.Assets(1) Non-current assets (a) Fixed assets (i) Tangible assets 4 25,417,184 7,826,889 (ii) Intangible assets 5 835,229 953,979 (b) Non current Investment 6 0 4,248,964

(2) Current assets (a) Trade receivables 7 7,012,800 7,012,800 (b) Inventories 8 1,230,000 1,230,000 (b) Cash and cash equivalents 9 22,556 13,224 (d) Long Term loans and advances 10 12,038,011 12,038,011

Total 46,555,780 33,323,8670 0

Significant Accounting policies and Notes 14forming parts of accounts

FOR SUNIL DAD & CO. FOR AND ON BEHALF OF Chartered Accountants BOARD OF DIRECTORS

SD/- PRAVEEN TOSHNIWAL SD/- SD/- Partner Director Director

Place : Ahmedabad Place : AhmedabadDate : 16/07/2012 Date : 16/07/2012

SHREE GANESH ELASTOPLAST LIMITEDBalance Sheet as at 31st March, 2012

Particulars Note No

Figures as at the end of current

reporting period

Figures as at the end of previous reporting period

I. Revenue from operations 0 0II. Other Income 0 0

III. Total Revenue (I +II) 0 0

IV. Expenses:Employee benefit expense 11 40,000 0Selling, Adminstration & other expenses 12 2,208,016 10,000Depreciation and amortization expense 620,617 620,617Other expenses 13 4,304 0

Total Expenses 2,872,937 630,617

V. Profit before exceptional and extraordinary items and tax (III - IV)

-2,872,937 -630,617VI. Extraordinary Items (prior period expenses) 0 BSE Listing Fees 175,948 Legal Fees 35,000VII. Profit before tax (VII - VIII) -3,083,885 -630,617

VIII. Tax expense: (1) Current tax 0 0 (2) Deferred tax 0 0

IX. Profit(Loss) from the perid from continuing operations (IX-X)-3,083,885 -630,617

X. Profit/(Loss) from discontinuing operationsXI. Profit/(Loss) for the period (XII+XIV -3,083,885 -630,617

XII. Earning per equity share: (1) Basic -3.08 -0.63 (2) Diluted -3.08 -0.63

Significant Accounting policies and Notes 14forming parts of accounts

FOR SUNIL DAD & CO. FOR AND ON BEHALF OF Chartered Accountants BOARD OF DIRECTORS

SD/-PRAVEEN TOSHNIWAL SD/- SD/- Partner Director Director

Place : Ahmedabad Place : AhmedabadDate : 16/07/2012 Date : 16/07/2012

Profit and Loss statement for the year ended 31st March, 2012

SHREE GANESH ELASTOPLAST LIMITED

Notes :

Figures as at the end of

current reporting

period

Figures as at the end of previous reporting

period1 Share Capital

a Authorised Share Capital:6000000 number of Equity shares of Rs. 10 each 60,000,000 60,000,000

b Issued, Subscribed and Fully Paid up Share Capital5502000 number of Equity shares of Rs. 10 each 55,020,000 55,020,000

c Par Value per Share Rs. 10 10

d Number of equity shares at the beginning of the year 5,502,000 5,502,000Add: 0 0

Bonus issue 0 0Less: Buy back 0 0Number of equity shares at the end of the year 5,502,000 5,502,000

e % of Shares held byHolding company NIL NIL

SHREE GANESH ELASTOPLAST LIMITED

Rights issue

g p yUltimate holding company NIL NILSubsidary company NIL NILAssociates of holding company NIL NILAssociates of ultimate holding company NIL NIL

f( i ) NIL NIL( ii ) NIL NIL

g No of shares Forfeited :amount originally paid up : NIL NIL

h Number of shares held by share holders more 5% of total sharesCurrent Year Previous Year

651700 651,700 642700 642,700 436800 436,800 350000 350,000 289500 289,500 Prakash C Mehta

Amount of Calls unpaid Rs.Calls unpaid by directors Rs.Calls unpaid by officers Rs.

Miraj Polymers LimitedMerry Sharefin Limited

Miraj Finance Limited

Ajay Jain

Note: 2 - Reserves and Surplus

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Revaluation reserveOpenning balance 0 0Add: Addition / (reduction) 13,798,398 0Closing balance 13,798,398 0

Surplus from Profit & Loss accountOpenning balance -22,218,469 -21,587,852Add: Current year surplus -3,083,885 -630,617Less: Transfer to general reserve 0 0Less: Proposed dividend 0 0Less: Dividend tax provision 0 0Closing balance -25,302,354 -22,218,469

-11,503,956 -22,218,469

SHREE GANESH ELASTOPLAST LIMITED

Note: 3 - Short term borrowings

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

a. Loans repayable on demand from banks 0 0 from others 0 0

b. Loans and advances from related parties 0 Mihir R Shah (Director) 2,411,845

c. other loans and advances (Specify) 0 02,411,845 0

Note: 4 - Tangible Assets

Opening balance

Additions Deletions Total Opening balance

Additions Deletions Total Current reporting

period

Previous reporting

perioda Freehold Land 20,000,000 0 0 20,000,000 0 0 0 0 20,000,000 1,952,638b Factory Building 7,252,865 0 0 7,252,865 3,649,251 242,245 0 3,891,496 3,361,369 3,603,614c Plant & Equipments 4,147,221 0 0 4,147,221 2,558,767 196,993 0 2,755,760 1,391,461 1,588,454d Dies and Mould 2,071,126 0 2,071,126 2,071,126 0 0 2,071,126 0 0e Electric Installation 1,074,298 0 1,074,298 671,233 50,130 0 721,363 352,935 403,065f Factory Equipments 374,367 0 374,367 317,311 12,499 0 329,810 44,557 57,056g Furniture & Fixtures 38,977 0 38,977 38,977 0 0 38,977 0 0f Factory Building under

Construction 222,062 44,800 0 266,862 0 0 0 0 266,862 222,062Total 35,180,916 44,800 0 35,225,716 9,306,665 501,867 0 9,808,532 25,417,184 7,826,889

Figures for the previous year 17,133,554 0 17,133,554 8,804,798 501,867 9,306,665 7,826,889

Additional DisclosureThe Company has revalued its freehold Land during the year. The historical cost of Land is 19,52,638/- . The fair market value of the FreeholdLand is Rs. 2,00,00,000/-. Hence revaluation resulted into increase in value of freehold land by 1,80,47,362/-

Closing balance

SHREE GANESH ELASTOPLAST LIMITED

Gross Value Depreciation

Tangible asset9

Note: 5 - Intangible Assets

Opening balance

Additions Deletions Total Opening balance

Additions Deletions Total Current reporting

Previous reporting

aTechnical Know How Fees 2,500,000 - - 2,500,000 1,546,021 118,750 - 1,664,771 835,229 953,979

Total 2,500,000 - - 2,500,000 1,546,021 118,750 - 1,664,771 835,229 953,979

Figures for the previous year 2,500,000 2,500,000 1,427,271 118,750 1,546,021 953,979

Closing balance

SHREE GANESH ELASTOPLAST LIMITED

10 Intangible AssetGross Value Depreciation

SHREE GANESH ELASTOPLAST LIMITED

Note: 6 - Non Current Investment

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Long Term Investments

Magus Rubber Industries Limited 3,844,859 3,844,859(433100 Equity Shares of Rs. 10 each)

Miraj Polymers Limited 401,600 401,600(40160 Equity Shares of Rs. 10 each)

Charotar Nagrik Allotment shares 2,505 2,505

4,248,964 4,248,964

Agreegate amount of Investment 0 4,248,964Aggregate provision for diminution in value of investment due to market value being NIL 4,248,964 0

Note: 7 - Trade Receivables

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Trade receivables outstanding for - more than 6 months * 7,012,800 7,012,800 - others 0 0

7,012,800 7,012,800Trade receivables - Unsecured, considered doubtful 7,012,800 7,012,800

Note: 8 - Inventories

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Stock In Trade 1,230,000 1,230,000

1,230,000 1,230,000

SHREE GANESH ELASTOPLAST LIMITED

Note: 9 - Cash and Bank Balances

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

a. Cash and cash equivalents

(i) Balance with banks In current account 19,987 12,966(ii) Cash in hand 2,569 258

22,556 13,224

Note:10 - Long term Loans and Advances

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Advance for Capital Goods 86,167 86,167Advance Receivable In cash or Kind or for value to be received 1,461,373 1,461,373Deposit 20,000 20,000Loans & Advances 6,621,017 6,621,017Loans & Advances 6,621,017 6,621,017Interest receivable on loans 3,778,952 3,778,952Others (Tax Deposited at source) 70,502 70,502

12,038,011 12,038,011

- Unsecured, considered doubtful 11,947,509 11,947,509

SHREE GANESH ELASTOPLAST LIMITED

Note: 11 - Employee Benefit Expense

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Salaries & Wages 40,000 040,000 0

Note: 12 - Administrative, selling and Distribution

ParticularsFigures as at the end of current reporting period

Figures as at the end of previous reporting period

Administration expensesAudit fees

a) Statutory Auditor 20,000 10,000

Postage, Printing & Stationery 69,962 0

Travelling and conveyance expense 85 850 0Travelling and conveyance expense 85,850 0Legal & professional charges 72,000 0Construction & Renovation Exp. 85,000 0Consultancy Fees 855,555 0Board Meeting Exp. 6,402 0BSE Listing Fees 15,000 0BSE Listing Fees - Penalty 968,052 0Register Fees 5,000 0Security Expense 18,702 0Telephone and Internet Expense 1,950 0Valuation Fees 4,544 0

2,208,016 10,000

Note: 13 - Miscellaneous Expenses

Miscellaneous ExpensesFigures as at the end of current reporting period

Figures as at the end of previous reporting period

ROC fees 4,050 0Bank charges & commission 254 0

4,304 0

Forming part of the Balance Sheet as at 31st

March, 2012 and the Profit and Loss Account for the

period from April 01, 2011 to 31st

March, 2012.

SCHEDULE - 14: SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting

The financial statements are prepared under the historical cost convention on an accrual basis of

accounting in accordance with the accounting standards prescribed under Section 211(3C) of the

Companies Act, 1956 and the practices prevailing within the broking industry in India. The accounts

have been prepared on a going concern concept, although the going concern concept is not more

feasible to suspension of manufacturing activity as well as no availability of power from Gujarat

Electricity Board.

2. Use of Estimates

Theses financial statements have been prepared on the basis of estimates, wherever necessary, which

have an effect on the reported amounts of assets and liabilities as on the date of the statements and the

reported amounts of income and expenditure for the reporting period. The difference between actuals

and estimates is recognized in the subsequent period when the actuals are known.

3. Revenue Recognition

Revenue is recognized and expenditure is accounted for on their accrual. The income is said to be

accrued when the risk and rewards relating to the goods of services has been transferred to the buyer.

Following are accounted on cash basis:

a) Gratuity and leave encashment benefits to the employees

b) Insurance claims

c) Interest on loans taken/granted

4. Fixed Assets, Depreciation and Impairment

(a) Fixed assets are stated at the cost of acquisition less accumulated depreciation. Depreciation on

fixed assets is provided on straight-line method on a prorata basis at the rates prescribed under

Schedule XIV to the Companies Act, 1956.

(b) Intangible assets are recognized as per the criteria specified in Accounting Standard 26

“Intangible Assets” issued by the Institute of Chartered Accountants of India and are amortized as

follows:

(c) An asset is treated as impaired when its carrying cost exceeds its recoverable value. An

impairment loss is charged to the Profit and Loss Account in the year in which as asset is

identified as impaired. The impairment loss recognized in prior accounting periods is reversed if

there has been a change in the estimate of recoverable amount.

5. Investments

Investments include all securities which are intended to be held to maturity or for a period not less than

one year.

Long Term Investments are carried at cost less provision for permanent diminution in the value of such

investments, if any. Current Investments are carried at the lower of cost and market value.

6. Stock-in-Trade

Securities held as stock-in-trade are stated at cost (calculated on a first in first out method)

7. Retirement Benefits

The company has not provided provision in the books of account with respect to the retirement benefits

of the employees as per the guidelines provided by The payment of Gratuity Act, 1972.

8. Deferred Tax

Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets on

timing differences, being the difference between taxable income and accounting income that originate in

one period and are capable of reversal in one or more subsequent periods. Deferred tax assets

including asset arising from unabsorbed depreciation and losses carried forward, are not recognised

unless there is virtual certainty that sufficient future taxable income will be available against which such

deferred tax can be realised.

9. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a

present obligation as a result of past events and it is probable that there will be an outflow of resources.

Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither

recognized nor disclosed in the financial statements.

10. Earning Per Share

Earning per shares has been arrived by taking into consideration the profit after tax divided by the

weighted average number of shares for the relevant financial year. The same is arrived as per

Accounting Standards – 20 to determine the comparison of performance among different enterprises for

the same period and among different periods for the same enterprises. Separate disclosure have been

made for the earnings per share excluding extraordinary items.

SCHEDULE - 14: NOTES FORMING PART OF ACCOUNTS 1. As informed and self certification made by the management, Contingent Liabilities for the year ended

31st March, 2012 is Nil (P. Y: NIL)

2. Auditors Remuneration is made up of :

Particulars

31st March, 2012

31

st March, 2011

Audit Fees 20,000 10,000

20,000 10,000

3. During the year under review, company has made revaluation for its freehold land for amount Rs.

1,80,47,362/- resulting into freehold land value revised up to 2,00,00,000/- from existing acquisition value of Rs. 19,52,638/-. (duly certified by certified valuer)

4. As per the past practice, the company is accounting for interest on loans granted / received on payment

basis. The effect of such non provisions for the year as well as cumulative effect since 01/04/1998, being the date of effecting change in method of accounting, has not been quantified as the principal / advances have been doubtful of recovery.

5. List of Related Parties and transactions made: *All transactions carry forward from previous years. No new transactions undertaken during the year

6. The company has not carried out any manufacturing activity during the year and hence the information on segment reporting has not been given for the year under report.

7. The accounts have been prepared on the basis of going concern in spite of suspension of activity as

well as non-provision of heavy doubtful outstanding in debtors and loans & advances, obsolete stock of trading goods, non-availability of power form Gujarat Electricity Board..

8. Information pursuant to the part B of schedule VI of the Companies Act, 1956. (Certified by Director and

unaudited data accepted by Auditors in absence of records) Product Licensed Installed Production Production Capacity capacity P.Y Plastic Compound (M.T) N.A 432 NIL NIL Rubber Stoppers (nos) NIL 500 lacs NIL NIL 9. In view of suspension of manufacturing activity and no production, details of trading stock is not

applicable 10. No expenditure is made by the company in convertible foreign currency.

Sr. Name of the Party Nature of transaction

Amount

1 Magnus Rubber Industries Limited Outstanding as debtors

189750

2 Miraj Polymers Limited Outstanding as debtors

6602997

3 Miraj Polymers Limited Outstanding as loans

6621016

4 Magnus Rubber Industries Limited Investments 3844859

5 Miraj Polymers Limited Investments 401600

6 Miraj Polymers Limited Outstanding Interest 3778952

11. Balance of trade receivable, trade payable, sundry creditors, loans and advances, Banks and deposits

are subject to confirmations by the parties concerned. 12. Previous year’s figures have been regrouped, reclassified and rearranged wherever necessary. 13. The company has not appointed a qualified secretary as defined under section 383A of the Companies

Act, 1956.

Signatures to Annexures 1 to 13 forming part of the financial statements and to the above notes

forming parts of accounts

FOR SUNIL DAD & CO. FOR AND ON BEHALF OF THE BOARD Chartered Accountants

Sd/- Sd/- Sd/-

PRAVEEN TOSHNIWAL

Partner Director Director

Place : Ahmedabad Place : Ahmedabad Date : 16.07.2012 Date : 16.07.2012

SHREE GANESH ELASTOPLAST LIMITED

Balance Sheet Abstracts and Company’s General Business Profile:

Information Pusuant to part IV of Schedule VI of the Companies Act, 1956

I Registration No. 21666/1993-94 State code : 4

Balance Sheet Date 31.03.2012

II

Public Issue NIL Right Issue NIL

Bonus Issue NIL Private Placement: NIL

III

Total liabilities 43,516 Total Assets 43,516

Sources of Funds Application of Funds

Paid-up Capital 55,020 Net Fixed Assets 26,252

Reserves & Surplus (11,504) Net Current Assets 17,264

Secured Loans 0 (Including Deposits)

Unsecured Loans 0 Investments

Deferred Tax Liab. 0 Misc. expenditure 0

IV

Total Income(incld. Other income) 0 Total expenditure 3,084

Profit/(loss) before tax (3,084) Profit/(loss) after tax (3,084)

Earning per shares NIL

V   Generic Names of Three Principal products/services of Company (as per monetary terms)

Product Description Rubber Stoppers

Item Code No. (ITC Code) 25

Chartered Accountants

SD/- SD/- SD/-

Partner Director Director

Place : Ahmedabad

Date : 16.07.2012 Date : 16.07.2012

FOR SUNIL DAD & CO. FOR AND ON BEHALF OF THE BOARD

PRAVEEN TOSHNIWAL

Place : Ahmedabad

3/31/2012

`

A. Cash Flow from Operating Activities

Net Profit before tax and extraordinary Items (3,083,885)

Adjustments for

Depreciation 620,617

Operating profit before working capital changes (2,463,268)

Adjustments for

Decrease (Increase) in Trade and other Receivables

Increase (Decrease) in Trade Payable and Provisions 105,555

Cash Generated from operations (2,357,713)

Income Tax Paid For The Year -

Prior Period Items -

Net Cash From Operating Activites (2,357,713)

B. Cash Flow From Investing Activities

Purchase of Fixed Assets (44,800)

Net Cash from Investing Activities (44,800)

C. Cash flow From Financing Activities

Finance Expenses -

Loan Funds 2,411,845

Net Cash used in Financing Activities 2,411,845

Net Increase in Cash & Cash Equivalents 9,332

Opening Balance of Cash & Cash Equivalents 13,224

Closing Balance of Cash & Cash Equivalents 22,556

1

2

For Sunil Dad & Co.

Chartered Accountants

For and on behalf of the Board

SD/-

Praveen Toshniwal SD/- SD/-

Partner Director Director

M.No. 121017

DATE: 16/07/2012 DATE: 16/07/2012

PLACE: AHMEDABAD. PLACE: AHMEDABAD.

SHREE GANESH ELASTOPLAST LIMITEDStatement of Cash Flow Annexed to the Balance Sheet as at 31st March, 2012

Notes :

The Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard 3

"Cash Flow Statements" issued by the Institute of Chartered Accountants of India.

Previous year's figures have been reclassified/regrouped to confirm with current year's presentation, where

applicable.

This is the Cash Flow Statement referred to in our report of even date.

ATTENDANCE SHEET

I Shri / Smt……………………………………………………….of ………………………… Being a member / proxy of SHREE

GANESH ELASTOPLAST LIMITED do hereby record my presence at the 18th Annual General Meeting of

the member of the Company to be held on Saturday the 08th September, 2012 at 11.00 A.M. at

Registered Office Of the Company at PLOT NO 138/A SARKHEJ-BAVLAROAD, VILLAGE:VASNA-

CHACHARVADI TA SANAND, AHMEDABAD -382210

FOLOI NO / CLIENT I.D.

D.P. ID.

D.P. NAME.

NAME OF SHAREHOLDER

NUMBER OF SHARE HELD

Date:

Place:

PROXY FORM

FOLOI NO / CLIENT I.D.

D.P. ID.

D.P. NAME.

NAME OF SHAREHOLDER

NUMBER OF SHARE HELD

I Shri/Smt ……………………………………….being a member of SHREE GANESH ELASTOPLAST LIMITED, holding

………………….Shares in the Company do hereby appointed Shri………………………… of ………………………………or

falling him Shri………………………….. of ……………………………… to remain present at the 18TH Annual General

Meeting of the Company to be held on Saturday the 08th September, 2012 at 11.00 A.M. at the

Registered Office of the Company at PLOT NO 138/A SARKHEJ-BAVLAROAD, VILLAGE: VASNA-

CHACHARVADI TA SANAND, AHMEDABAD -382210 or at any adjournment thereof and to vote for and

on my behalf if poll is granted.

Date :

Place :

(Signature of the member appointing a proxy)

Proxy form duly stamped, signed and completed in all respect should be deposited 48 hours before the

time fixed for the meeting at the registered office of the company

Affix Rs.1/-

revenue stamp